As
filed with the Securities and Exchange Commission on December 18,
2008
Registration
No. 333-_________
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
BUKA
VENTURES INC.
(Name of
registrant as specified in its charter)
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Nevada
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1499
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98-0603540
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|
(State
or jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
|
|
incorporation
or organization)
|
Classification
Code Number)
|
Identification
No.)
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21 Luke
Street
Vatuwaqa,
Suva, Fiji
679-331-3255
(Address
and telephone number of principal executive offices and place of
business)
________________
Ritesh
Chandra Singh
Chief
Executive Officer
c/o
Empire Stock Transfer, Inc.,
2470
Saint Rose Parkway, Suite 304, Henderson, Nevada 89074
702-818-5898
(Name,
address and telephone number of agent for service)
________________
Copies
to:
Daniel B.
Eng, Esq.
1455
Response Road, Suite 230
Sacramento,
California 95815
Telephone:
(916) 752-1553
Fax:
(916) 848-0253
Approximate
date of proposed sale to the public: From time to time after the effective date
of this registration statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box.
R
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
£
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
£
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
£
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
(Do
not check if a smaller reporting company)
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o
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Smaller
reporting company
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x
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CALCULATION
OF REGISTRATION FEE
|
Proposed
maximum
aggregate
offering
price
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||||
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Title
of each class of
securities
to be
registered
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Amount
of
shares
to be
Registered
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Proposed
maximum
offering
price
per share
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Amount
of
registration
fee
|
|
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Common
Stock
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20,000,000
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$0.05
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$1,000,000
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$110
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Total
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The registrant amend this
registration statement on such date or dates as may
be necessary to delay its effective
date until the registrant shall file a further
amendment that specifically states
that this registration statement shall
thereafter become effective in
accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the
registration statement shall become
effective on such date as the
Commission, acting
pursuant to Section 8(a), may
determine.
SUBJECT
TO COMPLETION, DATED DECEMBER 18, 2008
The
information in this Prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This Prospectus is not an offer to sell
securities and it is not soliciting an offer to buy these securities in any
state where the offering or sale is not permitted.
BUKA
VENTURES INC.
20,000,000
Shares
Common
Stock
________________
We are
registering 20,000,000 shares of common stock for resale by two Selling Security
Holders. The two Selling Security Holders consist of our two officers
and directors. We will not receive any of the proceeds from the sale
of the shares of common stock by the Selling Security Holders. The
number of shares of Buka Ventures Inc. common stock being registered by Selling
Security Holders represents 43.95% of our currently issued and outstanding
shares of common stock. The Selling Security Holders are selling
their shares of common stock at $0.05 per share. The offering price
of $0.05 per share was arbitrarily determined by the Selling Security
Holders.
There is
no public market for Buka Ventures Inc.’s common stock. Subsequent to
our offering, it is our intention to seek quotation on the OTC Bulletin Board
(“OTCBB”). There is no assurance our application to the Financial
Industry Regulatory Authority (“FINRA”) to seek quotation on the OTCBB will be
approved.
The
Selling Security Holders may, from time to time, sell, transfer or otherwise
dispose of any or all of their shares of common stock on any stock exchange,
market or trading facility on which the shares are traded, if any, or in private
transactions. The Selling Security Holders may use any one or more of
the following methods when selling shares: (i) ordinary brokerage transactions
and transactions in which the broker-dealer solicits investors; (ii) block
trades in which the broker-dealer will attempt to sell the shares as agent but
may position and resell a portion of the block as principal to facilitate the
transaction; (iii) purchases by a broker-dealer as principal and resale by the
broker-dealer for its account; (iv) an exchange distribution in accordance with
the rules of the applicable exchange; (v) privately negotiated transactions;
(vi) broker-dealers may agree with the Selling Security Holders to sell a
specified number of such shares at the offering price per share; (vii) a
combination of any such methods of sale; and (viii) any other method permitted
pursuant to applicable law.
Because the Selling Security Holders
consists of our only shareholders who are also our officers and directors, such
Selling Security Holders may be deemed to be an "underwriter" within the meaning
of the Securities Act of 1933, as amended (the “1933 Act”). Any
commissions received by a broker or dealer in connection with sales of the
shares may be deemed to be underwriting commissions or discounts under the 1933
Act. Any discounts, commissions, concessions or profit earned on any
resale of the shares may be underwriting discounts and commissions under the
Securities Act. The Selling Shareholder, who is an "underwriter" within the
meaning of Section 2(11) of the Securities Act, is subject to the prospectus
delivery requirements of the Securities Act.
INVESTING IN OUR COMMON STOCK
INVOLVES A HIGH DEGREE OF RISK. SEE “RISK
FACTORS” BEGINNING ON PAGE 5 OF THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL
OFFENSE.
Dealer
Prospectus Delivery Instructions
Until [90 days after effective date],
2009 all dealers that effect transactions in these shares of common stock ,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers’ obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
The
date of this Prospectus
is
, 2008.
TABLE
OF CONTENTS
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Page
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Prospectus
Summary
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3
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Disclosure
Regarding Forward-Looking Statements
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5
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Risk
Factors
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5
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Use
Of Proceeds
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9
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Market
For Common Equity And Related Stockholders Matters
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9
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Management’s
Discussion And Analysis Or Plan Of Operations
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10
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Description
Of Business
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13
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Legal
Proceedings
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17
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Management
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21
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Executive
Compensation
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22
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Security
Ownership Of Certain Beneficial Owners And Management
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23
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Certain
Relationships And Related Transactions
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22
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Selling
Security Holders
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23
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Plan
Of Distribution
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24
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Description
Of Securities
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25
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Disclosure
Of Commission Position Of Indemnification For Securities Act
Liabilities
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26
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Legal
Matters
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27
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Experts
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27
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Transfer
Agent And Registrar
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27
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Where
You Can Find More Information
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27
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Financial
Statements
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28
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You should rely only on the
information contained in this Prospectus. We have
not authorized anyone to provide you
with different information. We are not
making an offer of these securities
in any state where the offer is not
permitted. You should not assume that
the information provided by this
Prospectus is accurate as of any date
other than the date on the front cover
page of this
Prospectus.
PROSPECTUS
SUMMARY
Overview
The
following is only a summary of the information, financial statements and the
notes included in this Prospectus. You should read the entire Prospectus
carefully, including “Risk Factors” and our Financial Statements and the notes
to the Financial Statements before making any investment decision. Unless the
context indicates or suggests otherwise, the terms “we,” “our” and “us” means
Buka Resources 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
Prospectus, 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.
Our
administrative office is located at 21 Luke Street, Vatuwaqa, Suva,
Fiji. Our telephone number is 679-331-3255. We do
not maintain a web site.
The
Offering
The
following is a brief summary of this offering:
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Common
stock offered by Selling Security Holders
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20,000,000
shares offered by the Selling Security Holders who are our officers and
directors detailed in the section of the Prospectus entitled “Selling
Security Holders” beginning on page
23.
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Common
stock outstanding as
of
the date of this Prospectus
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45,500,000
Shares
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Use
of proceeds
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We
will not receive any proceeds from the sale of shares of common stock by
the Selling Security Holders.
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Plan
of Distribution
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The
offering is made by the Selling Security Holders named in this Prospectus
to the extent they sell shares. There is no market for our shares of
common stock. We intend to seek quotation of our common stock
on the OTCBB; however, no assurance can be given that our common stock
will be approved for quotation. The Selling Security
Holders may be deemed underwriters as defined under the Securities
Act. The Selling Security Holders intend to sell their shares
of common stock for $0.05 per
share.
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Risk
Factors
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You
should carefully consider all the information in this Prospectus. In
particular, you should evaluate the information set forth in the section
of the Prospectus entitled “Risk Factors” beginning on page 5 before
deciding whether to invest in our common
stock.
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DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
This
Prospectus contains statements that constitute forward-looking statements. The
words “expect,” “estimate,” “anticipate,” “predict,” “believe,” and similar
expressions and variations thereof are intended to identify forward-looking
statements. Such forward-looking statements include statements regarding, among
other things, (a) our growth strategies, (b) anticipated trends in our industry,
(c) our future financing plans, (d) our anticipated needs for working capital
and (e) the benefits related to ownership of our common stock. This information
may involve known and unknown risks, uncertainties, and other factors that may
cause our actual results, performance, or achievements to be materially
different from the future results, performance, or achievements expressed or
implied by any forward-looking statements for the reasons, among others,
described within the various sections of this Prospectus, specifically the
section entitled “Risk Factors” beginning on page 5. These statements may be
found under “Management’s Discussion and Analysis or Plan of Operations” and
“Description of Business,” as well as in this Prospectus generally. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking statements contained in this Prospectus will in fact occur as
projected. We undertake no obligation to release publicly any updated
information about forward-looking statements to reflect events or circumstances
occurring after the date of this Prospectus or to reflect the occurrence of
unanticipated events.
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 Prospectus, you should consider many important
factors in determining whether to purchase the shares being offered. The
following risk factors reflect the potential and substantial material risks
which could be involved if you decide to purchase shares in this
offering.
Risks
Associated with Our Business
We
have no revenues, lack profitable operations, and have incurred losses which we
expect to continue into the future.
We were incorporated in 2007 and have
not yet conducted any exploration activities. We have no revenues. We
have no exploration history upon which you can evaluate the likelihood of our
future success or failure. We operations are not profitable and our
net loss from inception to October 31, 2008, our year end, is
$30,547. 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:
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*
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our
ability to locate a profitable mineral property;
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*
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our
ability to locate an economic ore reserve; and
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*
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our
ability to profitably extract the mineral and generate
revenues
|
Because
we are small company, have limited capital and have only one claim, we will be
limited in our exploration costs.
The possibility of development of and
production from our mining claim depends upon the results of exploration
programs and/or feasibility studies and the recommendations of duly qualified
professional engineers and geologists. We are small company and do
not have much capital. We must limit our exploration activity which
may adversely affect our ability to find ore reserves since we do not have the
capital that other larger companies may have to find ore. Further,
because of our limited capital we can afford to explore only one mining claim
which increases our risk due to lack of diversification.
Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our property does not contain any reserves, and any
funds spent on exploration will be lost.
Because the probability of an
individual prospect ever having reserves is extremely remote, in all probability
our sole property, the Sigatoka Gold Claim, does not contain any reserves, and
any funds spent on exploration will be lost. If we cannot raise further funds as
a result, we may have to suspend or cease operations entirely which would result
in the loss of your investment.
Even
with positive results during exploration, the Sigatoka Gold Claim might never be
put into commercial production due to inadequate tonnage, low metal prices or
high extraction costs.
We might be successful, during future
exploration programs, in identifying a source of minerals of good grade but not
in the quantity, the tonnage, required to make commercial production
feasible. If the cost of extracting any minerals that might be found
on the Sigatoka Gold Claim is in excess of the selling price of such minerals,
we would not be able to develop the claim. Accordingly even if ore
reserves were found on the Sigatoka Gold Claim, without sufficient tonnage we
would still not be able to economically extract the minerals from the claim in
which case we would have to abandon the Sigatoka Gold Claim and seek another
mineral property to develop, or cease operations altogether.
Mineral
exploration and development activities are inherently risky. If such an adverse
event were to occur it may result in a loss of your investment.
The business of mineral exploration and
extraction involves a high degree of risk. Few properties that are explored are
ultimately developed into production. Most exploration projects do
not result in the discovery of commercially mineable deposits of
ore. The Sigatoka Gold Claim, our sole property, does not have a
known body of commercial ore. Should our mineral claim be found to have
commercial quantities of ore, we would be subject to additional risks respecting
any development and production activities. Unusual or unexpected formations,
formation pressures, fires, power outages, labor disruptions, flooding,
explosions, cave-ins, landslides and the inability to obtain suitable or
adequate machinery, equipment or labour are other risks involved in extraction
operations and the conduct of exploration programs. We do not carry liability
insurance with respect to our mineral exploration operations and we may become
subject to liability for damage to life and property, environmental damage,
cave-ins or hazards. There are also physical risks to the exploration personnel
working in the rugged terrain of our claim. Previous mining exploration
activities may have caused environmental damage to the Sigatoka Gold Claim. It
may be difficult or impossible to assess the extent to which such damage was
caused by us or by the activities of previous operators, in which case, any
indemnities and exemptions from liability may be ineffective.
Because
our officers and directors do not have technical training or experience in
starting and operating an exploration company nor in managing a public company,
we will have to hire qualified personnel to fulfill these functions. If we lack
funds to retain such personnel, or cannot locate qualified personnel, we may
have to suspend or cease exploration activity or cease operations which will
result in the loss of your investment.
None of our management team has
experience exploring for minerals, starting and operating a mineral exploration
company, nor do they have training in these areas. As a result their
decisions and choices may not take into account standard managerial approaches
mineral exploration companies commonly use. Consequently our ultimate financial
success could suffer irreparable harm due to certain of management's lack of
experience. Additionally, our officers and directors have no direct
training or experience in managing and fulfilling the regulatory reporting
obligations of a ‘public company’ like Buka Ventures. We will
have to hire professionals to undertake these filing requirements for Buka
Ventures and this will increase the overall cost of operations.
Because our
officers and directors have other outside business activities and may not be in
a position to devote a majority of their time to our exploration activity, our
exploration activity may be sporadic which may result in periodic interruptions
or suspensions of exploration
.
Our President will be devoting only 15%
of his time, approximately 24 hours per month, to our business. Our
Chief Financial Officer and Secretary-Treasurer will be devoting only
approximately 10% of his time, or 16 hours per month to our operations. As a
consequence of the limited devotion of time to the affairs of the Company
expected from management, our business may suffer. For
example, because our officers and directors have other outside
business activities and may not be in a position to devote a majority of their
time to our exploration activity, our exploration activity may be sporadic or
may be periodically interrupted or suspended.
Currency
conversion control could adversely affect the Company’s operations and
profitability.
The
Company’s financial statements are reported in U.S. dollars. We
intend to conduct l 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 this Offering.
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 45,500,000 shares of common stock representing 100% of our outstanding
shares. They purchased their shares for $0.001 per
share. Such directors and officers have registered for resale
20,000,000 of their shares. Assuming that such directors and officers
sell their 20,000,000 shares, they will still own 25,500,000 shares of common
stock representing 56.05% of our outstanding shares. As a result,
they will have substantial influence over our operations and can effect certain
corporate transaction without further shareholder approval. This
concentration of ownership may also have the effect of delaying or preventing a
change in control.
There is no market for our shares of
common stock.
Our common stock is not listed on any
exchange or quotation system, and there is no market for our common
stock. Therefore, the ability of our shareholders to sell their
shares of common stock may be limited which may affect the price of our shares
of common stock. We intend to apply for a quotation on the OTCBB
whereby:
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●
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We
will have to be sponsored by a participating market maker who will file
a
Form 211 on our behalf since we will not have direct access to the
FINRA
personnel;
and
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●
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We
will not be quoted on the OTCBB unless we are current in our periodic
reports
filed with the SEC.
|
From the date of this Prospectus, we
estimate that it will take us between twelve to eighteen weeks to be approved
for a quotation on the OTCBB. However, there can be no assurance that
our shares will be listed for quotation on the OTCBB.
Even if a market
develops for our shares our shares
may be thinly traded, with wide share price fluctuations, low share prices and
minimal liquidity.
Even if our shares of common stock are
quoted on the OTCBB, our share price may be volatile with wide fluctuations in
response to several factors, including but not limited to:
|
●
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Potential
investors’ anticipated feeling regarding our results of
operations;
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●
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Increased
competition and/or variations in mineral prices;
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●
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Our
ability or inability to generate future revenues; and
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●
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Market
perception of the future of the mineral exploration
industry.
|
Further, our share price may be
impacted by factors that are unrelated or disproportionate to our operating
performance. Our share price might be affected by general economic,
political and market conditions, such as recessions, changes in interest rates
or international currency fluctuations. In addition, even if our
stock is approved for quotation by a market maker through the OTCBB, stocks
traded over this quotation system are usually thinly traded, highly volatile and
not followed by analysts. These factors, which are not under our
control, may have a material effect on our share price.
The number of shares being registered
for sale in this Prospectus is significant in relation to
our outstanding shares and may
depress our share price.
The shares being registered by this
Prospectus, 20,000,000, if sold in the market all at once or at about the same
time, could depress the market price during the period the registration
statement remains effective.
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.
USE
OF PROCEEDS
This Prospectus relates to shares of
our common stock that may be offered and sold from time to time by the Selling
Security Holders. We will not receive any proceeds from the sale of shares of
common stock in this offering. We will pay all expenses associated
with this offering estimated at $21,610.
MARKET
FOR COMMON EQUITY AND RELATED
STOCKHOLDERS
MATTERS
Market
Information
There is
no market price for our shares. There are no shares of common stock
that are subject to outstanding options, warrants or securities convertible into
common stock of our Company.
Holders
Buka
Ventures has two shareholders as at the date of this Prospectus.
Dividend
Policy
We have
not paid any dividends on our common stock and do not anticipate paying any cash
dividends in the foreseeable future. We intend to retain earnings, if any, to
finance the growth of the business. We cannot assure you that we will ever pay
cash dividends. Our ability to pay cash dividends in the future will
depend on the Company’s financial condition and results of operations and other
factors that the Board of Directors will consider.
Securities
Authorized for Issuance under Equity Compensation Plans
The Company has not adopted any equity
compensation plans although it may do so in the future if it hires additional
employees.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Overview
Buka
Ventures Inc. is a mineral exploration company with one mining claim
located in Republic of Fiji. We were formed in Nevada on March 15,
2007.
Critical
Accounting Policies
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make a
wide variety of estimates and assumptions that affect: (1) the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements, and (2) the reported amounts of
expenses during the reporting periods covered by the financial statements. Our
management routinely makes judgments and estimates about the effect of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the future resolution of the uncertainties increases, these judgments
become even more subjective and complex. We have identified certain accounting
policies that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 of the Notes to the Consolidated Financial Statements, and
several of those critical accounting policies are as follows:
Exploration Properties
.
Mineral exploration expenditures are expensed as incurred. Property acquisition
costs relating to exploration properties are also expensed until the economic
viability of the project is determined and proven and probable reserves
quantified. Costs associated with economically viable projects are depreciated
and amortized in accordance with the policies described above.
Stock-Based Compensation and Equity
Transactions
. We account for stock-based compensation pursuant to SFAS
No. 123R, Share-Based Payment, an amendment of FASB Statements 123 and 95, which
requires us to measure the compensation cost of stock options and other
stock-based awards to employees and directors at fair value at the grant date
and recognize compensation expense over the requisite service period for awards
expected to vest.
Except
for transactions with employees and directors that are within the scope of SFAS
123R, all transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable. Additionally, in accordance with
EITF 96-18, the Company has determined that the dates used to value the
transaction are either: (1) the date at which a commitment for performance by
the counter party to earn the equity instruments is established; or (2) the date
at which the counter party’s performance is complete.
PLAN
OF OPERATIONS
Our
financial commitments for the next twelve months consist of primarily related
expenses of approximately $30,000 to this offering and becoming a reporting
company and approximately $23,000 associated with the initiation of a mineral
exploration program for a total estimate of expenses of
$53,000. Including mineral exploration program, we will have to incur
the following estimated expenses over the next twelve months:
|
Expenses
|
Amount
|
Description
|
|
Accounting
|
$ 3,750
|
Fees to
the internal accountant for preparing the quarter and annual working
papers for the financial statements to be reviewed and examined by the
independent accountants.
|
|
Audit
|
4,000
|
Review
of the quarterly financial statements and examination of the annual
financial statements and rendering an opinion thereon.
|
|
Legal
and Consulting Fees
|
16,500
|
Estimated legal
and consulting fees related to the filing of this registration statement
related to the offering by the Selling Security
Holders.
|
|
Mineral
exploration program
|
23,000
|
Mineral
exploration program.
|
|
Edgar
filing service fees
|
2,000
|
Engagement of
Edgar service entity to file reports with the SEC.
|
|
Office
|
1,000
|
General
office supplies.
|
|
Transfer
agent’s fees
|
2,000
|
Annual
maintenance fee and preparation of share certificates and other documents
periodically required by the Company.
|
|
Misc
|
750
|
Miscellaneous
expenses
|
|
Estimated
expenses
|
$
53,000
|
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 September 30, 2008
For the
period from November 1, 2007 to September 30, 2008, we had a net loss of
$23,172. This represents a net loss of $0.00 per share for the
period based on a weighted average number of shares outstanding of
45,500,000. Our loss to date represents various expenses
incurred with organizing the company, paying for a property preliminary
analysis, undertaking an audit, paying management fees and general office
expenses which can be broken down as follows:
|
Expense
|
Amount
|
Description
|
|
Accounting
and audit
|
$
4,075
|
Preparation of
working papers for submission to our independent accountants for
examination of the financial statements
|
|
Bank
charges
|
203
|
Bank
charges related to our bank account.
|
|
Exploration
expenses
|
8,921
|
Fees
paid to our geologist consultant to conduct his exploration potential
study of the Sigatoka Gold claim.
|
|
Office
|
298
|
Office
supplies including photocopying, courier and faxing
documents.
|
|
Transfer
agent fees
|
1,000
|
Fees
paid to our transfer agent.
|
|
Filing
fees
|
675
|
Cost of
filing with the Secretary of State for Nevada.
|
|
Telephone
(1)
|
1,000
|
The
Company accrues telephone expense of $100 per
month.
|
|
Management
fees
(1)
|
5,000
|
Commencing on
January 1, 2008, the Company began accruing a management fee related to
services provided by its President in the amount of $500 per
month. This expense is not paid and is credited to Capital in
Excess of Par Value.
|
|
Office
|
1,000
|
General
office expenses
|
|
Rent
(1)
|
2,000
|
The
Company accrues $200 per month for use of an office at the President’s
residence.
|
|
Total
|
$23,172
|
|
(1)
The
Company does not pay its officers and director any management fees for their
monthly services contributed to the affairs of the Company, but effective
January 1, 2008 accrues $500 per month in recognition of management
fees. In addition, the Company uses the residence of its President
for its offices at an accrued rent expense of $200 per month. Finally
the Company accrues $100 per month for telephone service. Although
the Company does not pay for these management fees, rent and telephone services,
it has, for accounting purposes, recognized these amounts as an expense with an
offsetting credit of the same amount to Capital in Excess of Par Value on the
Company’s balance sheet.
Liquidity
and Capital Resources
As of
October 31, 2008, the Company had cash of $31,375 and current liabilities of
$8,422 representing a working capital of $22,953 compared to no cash and current
liabilities of $2,375 representing a negative working capital of $2,375 as of
October 31, 2008.
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.
DESCRIPTION
OF BUSINESS
Our primary asset consists of 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. The following is a summary of his
study.
Glossary
of Geological and Technical Terms
The following represents various
geological and technical terms used in this prospectus which the reader may not
be familiar with.
|
Word
|
Definition
|
|
Caldera
|
A
large circular volcanic depression, often originating due to
collapse.
|
|
Deposit
|
Mineral
deposit or ore deposit is used to designate a natural occurrence of a
useful mineral, or an ore, in sufficient extent and degree of
concentration to invite exploration.
|
|
Diorite
|
Igneous
plutonic rock composed of sodic plagioclase feldspar and hornblende,
biotite, or pyroxene.
|
|
Epithermal
|
Fluids,
coming off a hot intrusive body of molten rocks, which
solidify.
|
|
Gabbro
|
Highly
mafic igneous plutonic rock, typically dark in color; rough plutonic
equivalent of basalt.
|
|
Intrusives
|
A
rock mass formed below earth's surface from molten magma which was
intruded into a pre-existing rock mass and cooled to a
solid.
|
|
Mineralization
|
Potential
economic concentration of commercial metals occurring in
nature.
|
|
Ore
|
The
natural occurring mineral from which a mineral or minerals of economic
value can be extracted profitable or to satisfy social or political
objectives.
|
|
Reserve
|
(1) That
part of a mineral deposit which could be economically and legally
extracted or produced at the time the reserve is determined.
(2) Proven:
Reserves for which (a) quantity is computed from dimensions revealed in
outcrops, trenches, workings or drill holes; grade and/or quality are
computed from the results of detailed sampling and (b) the site for
inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that size, shape, depth and mineral
content of reserves are well-established.
(3) Probable:
Reserves for which quantity and grade and/or quality are computed from
information similar to that used for proven (measure) reserves, but the
sites for inspection, sampling, and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although lower
than for proven (measured) reserves, is high enough to assume continuity
between points of observation.
|
|
Shear
Zone
|
Area
where rocks have moved in earthquake related type activity and broken up
the rock.
|
|
Vien
|
A
fissure, fault or crack in rock filled by minerals that have traveled
upward from some deep source.
|
|
Volcanic
rocks
|
Igneous
rocks formed from magma that has flowed out of, or has been violently
ejected from, a volcano.
|
|
Zone
|
A
belt, band, or strip of earth materials, however disposed; characterized
as distinct from surrounding parts by some particular secondary
enrichment.
|
Overview
The
Sigatoka Gold Claim consists of one unpatented mineral claim, located 24
kilometers North of the town of Lautoka, Fiji at Universal Transverse Mecator
coordinates Latitude 18°10'59"S and Longitude 177°31 '0"E. The mineral claim was
assigned to Buka Ventures Inc. by Omega Ventures Inc. and the said assignment
was filed with the Mineral Resources Department of the Ministry of Energy and
Mineral Resources of the Government of the Republic of Fiji.
There are
no known environmental concerns or parks designated for any area contained
within the claims. The property has no encumbrances. As advanced exploration
proceeds there may be bonding requirements for reclamation. Buka Ventures Inc.
has purchased a 100% interest in the property.
Accessibility,
Climate, Local Resources, Infrastructure And Topography
The
Sigatoka Gold Claim is accessible from Lautoka, Fiji by traveling on the
country's only highway and by taking an all weather gravel road. The town of
Lautoka has an experienced work force and will provide all the necessary
services needed for an exploration and development operation, including police,
hospitals, groceries, fuel, helicopter services, hardware and other necessary
items. Drilling companies and assay facilities are present in
Lautoka.
The
Sigatoka Gold Claim lies at an elevation of 1.474 feet near the west end of
Nakavudra Mountain Range. The main mountain ridge has a maximum peak of 4,341
feet with steep east facing slopes.
The main mountain ridge has a maximum
peak of 4,341 feet with steep east facing slopes. Tropical
mountain forests grow at lower elevations in the northeast comer of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The climate is mild year round with the rainy season
falling from May to October.
History
Gold was
first reported in the area by Fijian and British prospectors over 77 years ago.
Mineral lode claims were recorded in 1925 in the surrounding
areas. Numerous showings of mineralization have been discovered in
the area and six prospects have achieved significant production, with Mamanuca
Gold Mine (32 kilometers away) producing 110,000 ounces of gold
annually. During the 1990' s several properties north of
Sigatoka Gold Claim were drilled by junior mineral exploration
companies. Buka Ventures is preparing to conduct
preliminary exploration work on the property.
Geological
Setting
Regional Geology of the
Area.
Fiji lies at the midpoint of opposing Tonga
Kermadec and new Hebrides convergence zones, separated from the actual
convergence zones by two extensional back arc basins which are the North Fiji
Basin to the west and the Lau Basin to the east in addition to a series of
transform faults including the Fiji Fracture Zone and the Matthew Hunter Ridge.
Many of the reconstructions of the past configuration of the is part of the
Pacific indicate, however, that Fiji was not so long ago an integral part of the
Pacific "Rim of Fire"; the complex plate boundary between Pacific and the Indo
Australia plates; a boundary which is well recognized as the locus of several
major world-class porphyry coppergold and epithermal gold systems.
Stratigraphy
. The
principal bedded rocks for the area of Sigatoka Gold Claim (and for most of Fiji
for that matter) are Volcanic rocks which are exposed along a wide axial zone of
a broad complex. Gold at the Mamanuca Gold Mine (which, as
stated above, is in close proximity to the Sigatoka Gold Claim) is generally
concentrated within extrusive volcanic rocks in the walls of large volcanic
caldera. It should, however, not be inferred that because gold was found at the
Mamanuca Gold Mine, gold will be found at the Sigatoka Gold Claim.
Intrusive.
The
main igneous intrusions consist of the Colo Plutonic Suite consisting of
tholetic gabbros, tonalities and trondjhemites. Age data indicate that the
intrusive stocks are intermediate in age between Ba Volcanic Group rocks west of
the area and the younger Tertiary Wainimala Group rocks exposed to the
east.
Theoletic Gabbros, for example, are
generally are a greenish or dark colored fine to coarse grained rock. Irregular
shaped masses of so called "soda granite" are seen in both sharp and gradational
contact with the diorite. The different phases of Colo Plutonic Suite are
exposed from south of the Sigatoka Gold Claim to just north of the town of
Lautoka and are principal host rocks for gold veins at the Mamanuca Gold
Mine.
Structure
. Repeated
cycles of folding, faulting and deformation has created a complex structural
history in the Lautoka area. Major faults strike north and northeasterly and
coincide with zones of the Ba Volcanic Group. The principal shear direction
changes from northeast in the area of the Mamanuca Gold Mine to north-south in
the area north of Lautoka. The major transform fault areas are the Fiji Fracture
Zone and the Hunter Fracture Zone. One system consists of a set of perpendicular
fractures, which strike approximately at right angles to each other, and at
acute angles to the trend of formations. The other system consists of two sets
of fractures with opposing dips, but which strike parallel to each other and to
the trend of the overall formations. The first system contains the principle
veins of the area and are younger than the second system. The Ba Volcanic Group
represent the most important and continuous fractures in the first
system.
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 km2
and are mostly within 400m of the surface. Lodes occur in three main structural
settings:
(i) steeply
dipping northwest striking shears;
(ii) flatdipping
(1040) fractures (flatmakes); and
(iii) shatter
blocks between shears.
Most of the gold occurs in tellurides
and there are also significant quantities of gold in pyrite.
Mineralization
No mineralization has been reported for
the area of the property but structures and shear zones affiliated with
mineralization on adjacent properties pass through it.
Exploration
Records indicate that no detailed
exploration has been completed on the property on Sigatoka Gold
Claim.
Property
Geology
To the east of the property is intrusive consisting of
rocks such as tonalite, monzonite, and gabbro while the property itself is
underlain by the Ba Volcanic Group sediments and volcanics. The property lies on
the Fiji Fracture Zone. The intrusive also consist of a large mass of
granodiorite towards the western most point of the property. The Ba
Volcanic Group consists of interlayered chert, argillite and massive andesitic
to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor
pyrite, pyrrhotite.
Drilling
Summary
No drilling is reported on Sigatoka
Gold Claim.
Sampling
Method; Sample Preparation; Data Verification
All the exploration conducted to date
has been conducted according to generally accepted exploration procedures with
methods and preparation that are consistent with generally accepted exploration
practices.
Interpretations
And Conclusions
The area is well known for numerous
productive mineral occurrences including the Vatukoula Gold Mines. The local of
the Sigatoka Gold Claim is underlain by the same rock units of the Ba Volcanic
Group that are found at those mineral occurrence sites. These rocks
consisting of cherts and argillites (sediments) and andesitic to basaltic
volcanic have been intruded by granodiorite. Structures and mineralization
probably related to this intrusion are found throughout the region and occur on
the claim. They are associated with all the major mineral occurrences and
deposits in the area. Mineralization found on the claim is consistent with that
found associated with zones of extensive mineralization. Past work however has
been limited and sporadic and has not tested the potential of the
property. Potential for significant amounts of mineralization to be
found exists on the property and it merits intensive exploration.
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.
LEGAL
PROCEEDINGS
We are not engaged in any legal
proceedings.
MANAGEMENT
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. There are
no family relationships among our directors, or executive
officers. We have no other employees.
|
Name
|
Age
|
Position
|
|
Ritesh
Chandra Singhy
|
31
|
Chief
Executive Officer, President, Director
|
|
Ranjana
Bharat
|
33
|
Chief
Financial Officer, Secretary,
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
Apart from the Audit Committee, we have
no other Board committees. Since inception on March 15, 2007, our
Board has conducted its business entirely by consent resolutions.
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 Ventures’ officers to its
shareholders, employees, customers, lenders and others.
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
The
Company’s Board of Directors is responsible for establishing and administering
the Company’s executive and director compensation.
In light
of our limited capital, the executive officers receive no cash compensation for
serving the Company. Since January 1, 2008, the Company has accrued
$500 per month for management fees related to services provide by the officers
to the Company. This accrual is established for accounting purposes
only and not paid. The management fee expense is offset against a
credit to “Capital in Excess of Par Value.”
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 two fiscal years ended October 31, 2008 and 2007.
SUMMARY COMPENSATION
TABLE
|
Name and principal position
|
Year
|
Salary
|
Option Award
|
All Other compe
nsation
|
Total
|
|
Ritesh
Chandra Singh
Chief
Executive Officer
|
2008
|
0
|
0
|
0
|
0
|
|
2007
|
0
|
0
|
0
|
0
|
|
|
Ranjana
Bharat
Chief
Financial Officer
|
2008
|
0
|
0
|
0
|
0
|
|
2007
|
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.
|
|
SECURITY
OWNERSHIP OF
|
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Principal
Shareholders
The following table presents certain
information regarding the beneficial ownership of all shares of common stock at
November 30, 2008 for each executive officer and director of our
Company. The percentage ownership shown in such table is based upon
the 45,500,000 common shares issued and outstanding. There are
no options or warrants to acquire our common stock outstanding.
|
Name
|
Common
Shares
Owned
|
Percentage
|
|
Ritesh
Chandra Singh
21
Luke Street
Vatuwaq,
Suva, Fiji
|
30,000,000
|
65.93%
|
|
Ranjana
Bharat
20
Howell Road
Samabula,
Suva, Fiji
|
15,500,000
|
34.07%
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
AND
DIRECTOR INDEPENDENCE
Related
Party Transactions
We have not entered into any
transaction involving our officers or directors or any entity controlled by
them.
Director
Independence
Neither of our directors are
independent within the meaning of Section 4200(a)15 of the NASDAQ Stock Market
Rules.
SELLING
SECURITY HOLDERS
The following table identifies the
Selling Security Holders, as of November 30, 2008, and indicates certain
information known to us with respect to (i) the number of common shares
beneficially owned by the Selling Security Holder, (ii) the number of common
shares that may be offered for the Selling Security Holder’s account, and (iii)
the number of common shares and percentage of outstanding common shares to be
beneficially owned by the Selling Security Holder assuming the sale of all of
the common shares covered hereby by the Selling Security Holder. As
of November 30, 2008, 45,500,000 shares of common stock were issued and
outstanding. The Selling Security Holder may sell some, all, or none
of their shares of common stock. The number and percentages set forth below
under “Shares Beneficially Owned After Offering” assumes that all offered shares
are sold.
PLAN
OF DISTRIBUTION
The Selling Security Holders, which as
used herein includes donees, pledgees, transferees or other
successors-in-interest selling shares of common stock or interests in shares of
common stock received after the date of this Prospectus from a Selling Security
Holders as a gift, pledge, partnership distribution or other transfer, may, from
time to time, sell, transfer or otherwise dispose of any or all of their shares
of common stock or interests in shares of common stock on any stock exchange,
market or trading facility on which the shares are traded or in private
transactions. The offering price for the shares of common stock
owned by the Selling Security Holders will be $0.05 per share. The
offering price of $0.05 per share was arbitrarily determined by the Selling
Security Holders.
The Selling Security Holder may use any
one or more of the following methods when disposing of shares or interests
therein:
|
·
|
ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers;
|
|
·
|
block
trades in which the broker-dealer will attempt to sell the shares as
agent, but may position and resell a portion of the block as principal to
facilitate the transaction;
|
|
·
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its
account;
|
|
·
|
an
exchange distribution in accordance with the rules of the applicable
exchange;
|
|
·
|
broker-dealers
may agree with the Selling Security Holders to sell a specified number of
such shares at the offering price per
share;
|
|
·
|
privately
negotiated transactions;
|
|
·
|
a
combination of any such methods of sale;
and
|
|
·
|
any
other method permitted pursuant to applicable
law.
|
The Selling Security
Holders may, from time to time, pledge or grant a security interest
in some or all of the shares of common stock owned by them and, if they default
in the performance of their secured obligations, the pledgees or secured parties
may offer and sell the shares of common stock, from time to time, under this
prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or
other applicable provision of the Securities Act amending the list of Selling
Security Holders to include the pledgee, transferee or other successors in
interest as selling stockholders under this prospectus. The Selling Security
Holders also may transfer the shares of common stock in other circumstances, in
which case the transferees, pledgees or other successors in interest will be the
selling beneficial owners for purposes of this prospectus.
Broker-dealers engaged by the Selling
Security Holders may arrange for other brokers-dealers to participate in sales.
Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of
shares, from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with NASDR Rule
2440; and in the case of a principal transaction a markup or markdown in
compliance with NASDR IM-2440.
The aggregate proceeds to the Selling
Security Holders from the sale of the common stock offered by them will be the
purchase price of the common stock less discounts or commissions, if any. Each
of the Selling Security Holders reserves the right to accept and, together with
their agents from time to time, to reject, in whole or in part, any proposed
purchase of common stock to be made directly or through agents. We will not
receive any of the proceeds from this offering.
The Selling Security Holders also may
resell all or a portion of the shares in open market transactions in reliance
upon Rule 144 under the Securities Act of 1933, provided that they meet the
criteria and conform to the requirements of that rule. Assuming that
the Selling Security Holders sell all of their shares of common stock pursuant
to this Prospectus, they will collectively own 25,500,000 shares of common stock
which may be sold pursuant to Rule 144.
The Selling Shareholders
and any broker-dealers acting in connection with the sale of the
Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the 1933 Act, and
any commissions received by them and any
profit realized by them on the resale of Shares
as principals may be deemed underwriting compensation
under the 1933 Act. The Selling Security Holders who are
“underwriters” within the meaning of Section 2(11) of the Securities Act will be
subject to the Prospectus delivery requirements of the Securities
Act.
In order to comply with the securities
laws of some states, if applicable, the common stock may be sold in these
jurisdictions only through registered or licensed brokers or dealers. In
addition, in some states the common stock may not be sold unless it has been
registered or qualified for sale or an exemption from registration or
qualification requirements is available and is complied with.
We have advised the Selling Security
Holders that the anti-manipulation rules of Regulation M under the Exchange Act
may apply to sales of shares in the market and to the activities of the Selling
Security Holders and their affiliates. In addition, we will make copies of this
Prospectus (as it may be supplemented or amended from time to time) available to
the selling stockholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The Selling Security Holders may indemnify
any broker-dealer that participates in transactions involving the sale of the
shares against certain liabilities, including liabilities arising under the
Securities Act.
DESCRIPTION
OF SECURITIES
Common
Stock
We are authorized by our Articles of
Incorporation to issue 750,000,000 shares of common stock, $0.001 par value per
share. As of November 30, 2008, there were 45,500,000 shares of common stock
issued and outstanding. Stockholders are entitled to vote, to receive
dividends as may be declared by the Board out of funds legally available
therefore and to share pro rata in any distributions to stockholders upon
liquidation. Stockholders have no conversion, preemptive or subscription rights.
All outstanding shares of common stock are fully paid and
nonassessable.
DISCLOSURE
OF COMMISSION POSITION OF
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
We are incorporated under the laws of
the State of Nevada. Section 78.138 of the Nevada Revised Statutes
(“NRS”) provides that neither a director nor an officer of a Nevada corporation
can be held personally liable to the corporation, its stockholders or its
creditors unless the director or officer committed both a breach of fiduciary
duty and such breach was accompanied by intentional misconduct, fraud, or
knowing violation of law. Nevada does not exclude breaches of the duty of
loyalty or instances where the director has received an improper personal
benefit.
A Nevada corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding, if he is not liable under NRS 78.138 (see above), acted in “good
faith” and in a manner he reasonably believed to be in and not opposed to the
best interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
However, with respect to actions by or in the right of the corporation, no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper. A director or officer who is successful, on the merits or
otherwise, in defense of any proceeding subject to the Nevada corporate
statutes’ indemnification provisions must be indemnified by the corporation for
reasonable expenses incurred in connection therewith, including attorneys’
fees.
The Company’s Bylaws provide that the
corporation shall, to the maximum extent and in the manner permitted by the NRS,
indemnify and hold harmless any and all persons whom it shall have power to
indemnify under said provisions from and against any and all liabilities
(including expenses) imposed upon or reasonably incurred by him or her in
connection with any action, suit or other proceeding in which he or she may be
involved or with which he or she may be threatened, or other matters referred to
in or covered by said provisions both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director or officer of the
corporation. The Company’s Bylaws do not modify Nevada law in this
respect.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and persons controlling us pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
LEGAL
MATTERS
The validity of the shares of common
stock offered was passed upon by the Daniel B. Eng, 1455 Response Road, Suite
230, Sacramento, California 95815.
EXPERTS
The financial statements of Buka
Ventures Inc. have been included in the Prospectus and elsewhere in the
registration statement in reliance on the report of Madsen & Associates
CPA’s Inc., an independent registered public accounting firm, given on the
authority of that firm as experts in auditing and accounting.
The summary of exploration on the
Sigatoka Property, Suva, Fiji dated June 15, 2007, was authored by
Thomas Raju, Suva, Fiji.
TRANSFER
AGENT AND REGISTRAR
The transfer agent and registrar for
our common stock is Empire Stock Transfer, Inc., 2470 Saint Rose Parkway, Suite
304, Henderson, Nevada 89074, with the same mailing address and telephone number
(702) 818-5898.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed a registration statement on Form S-1, together with all amendments and
exhibits, with the SEC. This Prospectus, which forms a part of that registration
statement, does not contain all information included in the registration
statement. Certain information is omitted and you should refer to the
registration statement and its exhibits. With respect to references made in this
Prospectus to any of our contracts or other documents, the references are not
necessarily complete and you should refer to the exhibits attached to the
registration statement for copies of the actual contracts or documents. You may
read and copy any document that we file at the Commission’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our filings and the registration statement can also be reviewed by
accessing the SEC’s website at http://www.sec.gov.
In
addition you may obtain free of charge a copy of our reports filed with the SEC
by sending your request to the Secretary, Buka Ventures, Inc., 21 Luke Street,
Vatuwaqa, Suva, Fiji.
BUKA
VENTURES INC.
Index
to Consolidated Financial Statements
|
Page
|
|
|
Report
of Independent Registered Public Accounting
Firm
|
29
|
|
Balance
Sheets
|
30
|
|
Statements
of Operations
|
31
|
|
Stockholders’
Equity
|
32
|
|
Statements
of Cash Flows
|
33
|
|
Notes
to Financial Statements
|
34
|
|
MADSEN & ASSOCIATES CPA’s
INC.
|
684
East Vine Street, #3
|
|
Certified
Public Accountants and Business Consultants
|
Murray,
Utah, 84107
|
|
Telephone
801-268-2632
|
|
|
Fax
801-262-3978
|
Board of
Directors
BUKA
VENTURES INC.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have
audited the accompanying balance sheets of Buka Ventures Inc. (pre-exploration
stage company) at October 31, 2008, and the related statements of operations,
changes in stockholders' equity, and cash flows for the year ended October 31,
2008 and period from March 15, 2007 (date of inception) to October 31, 2007 and
for period from March 15, 2007 (date of inception) to October 31, 2008. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Buka Ventures Inc. at October 31,
2008, and the results of operations and cash flows for year ended October 31,
2008 and for the period from March 17, 2007 (date of inception) to October 31,
2007 and for the period from March 15, 2007 (date of inception) to October 31,
2008, in conformity with generally accepted accounting principles.
Murray,
Utah
MADSEN & ASSOCIATES,
CPA’s INC.
November
21, 2008
BUKA
VENTURES INC.
(A
Pre-exploration Stage Company)
BALANCE
SHEETS
|
October
31,
2008
|
October
31,
2007
|
|
|
ASSETS
|
||
|
CURRENT
ASSETS
|
||
|
Cash
|
$
31,375
|
$
-
|
|
Total Current
Assets
|
$
31,375
|
$
-
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
|
CURRENT
LIABILITIES
|
||
|
Accounts payable
|
$ 5,658
|
$ 1,525
|
|
Accounts payable – related
parties
|
2,764
|
850
|
|
Total Current
Liabilities
|
8,422
|
2,375
|
|
STOCKHOLDERS’
EQUITY
|
||
|
Common
stock
|
||
|
750,000,000 shares authorized, at
$0.001 par value;
|
||
|
45,500,000 shares issued and
outstanding (October 31,2007 – 5,000,000)
|
45,500
|
5,000
|
|
Capital in excess of par
value
|
8,000
|
-
|
|
Deficit accumulated during the
pre-exploration stage
|
(30,547)
|
(7,375)
|
|
Total Stockholders’ Equity
(Deficiency)
|
22,953
|
(2,375)
|
|
$
31,375
|
$
-
|
The
accompanying notes are an integral part of these financial
statements.
BUKA
VENTURES INC.
(A
Pre-exploration Stage Company)
STATEMENTS
OF OPERATIONS
For the
year ended October 31, 2008 and for period from March 15, 2007 (date of
inception) to October 31, 2007 and for the period from March 15, 2007 (date of
inception) to October 31, 2008
|
For
the year ended
Oct. 31, 2008
|
From
March
15, 2007
(date
of inception) to
Oct. 31, 2007
|
From
March
15,
2007
(date
of
inception)
to
Oct. 31, 2008
|
|
|
REVENUE
|
$
-
|
$
-
|
$
-
|
|
EXPENSES
|
|||
|
Acquisition,
staking and geological report
|
8,922
|
5,000
|
13,922
|
|
Administrative
|
14,250
|
2,375
|
16,625
|
|
NET
LOSS FROM OPERATIONS
|
$
(23,172)
|
$
(7,375)
|
$
(30,547)
|
|
NET
LOSS PER COMMON SHARE
|
|||
|
Basic
and diluted
|
$
(0.00)
|
$
(0.00)
|
|
|
AVERAGE
OUTSTANDING SHARES
|
|||
|
Basic
|
45,500,000
|
5,000,000
|
The
accompanying notes are an integral part of these financial
statements.
BUKA
VENTURES INC.
(Pre-Exploration
Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
Period March
15, 2007 (date of inception) to October 31, 2008
|
Common
Shares
|
Stock
Amount
|
Capital
in
Excess
of
Par Value
|
Accumulated
Deficit
|
|
|
Balance March 15,
2007
|
-
|
$ -
|
$ -
|
$ -
|
|
Issuance
of common shares for reimbursement of
expenses
at $.001 – October 31, 2007
|
5,000,000
|
5,000
|
-
|
-
|
|
Net
operating loss for the period March 15, 2007 (date of
Inception)
to October 31, 2007
|
-
|
-
|
-
|
(7,375
)
|
|
Balance
as at October 31, 2007
|
5,000,000
|
5,000
|
-
|
(7,375)
|
|
Issuance
of common shares for cash at
$.001
- October 31, 2008
|
40,500,000
|
40,500
|
-
|
-
|
|
Capital
contributions - expenses
|
-
|
-
|
8,000
|
-
|
|
Net
operating loss for the year ended
October
31, 2008
|
-
|
-
|
-
|
(23,172)
|
|
Balance
as at October 31, 2008
|
45,500,000
|
$
45,500
|
$
8,000
|
$
(30,547)
|
The
accompanying notes are an integral part of these financial
statements
BUKA
VENTURES INC.
(A
Pre-exploration Stage Company)
STATEMENTS
OF CASH FLOWS
For the
year ended October 31, 2008 and for the period from March 15, 2007 (date of
inception) to October 31, 2007 and for the period from March 15, 2007 (date of
inception) to October 31, 2008
The
accompanying notes are an integral part of these financial
statements
BUKA
VENTURES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
October
31, 2008
1. ORGANIZATION
The
Company, Buka Resources 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.
The
Company has elected October 31 as its fiscal year.
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 antidilutive and then only the basic per share
amounts are shown in the report.
|
BUKA
VENTURES INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
October
31, 2008
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Evaluation of Long-Lived
Assets
The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.
Income
Taxes
The
Company utilizes the liability method of accounting for income
taxes. Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed. An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.
On
October 31, 2008 the Company had a net operating loss carry forward of $30,547
for income tax purposes. The tax benefit of approximately $9,100 from
the loss carry forward has been fully offset by a valuation reserve because the
future tax benefit is undeterminable since the Company is unable to establish a
predictable projection of operating profits for future years. Losses
will expire during 2028.
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.
Advertising and Market
Development
The company expenses advertising and
market development costs as incurred.
Financial
Instruments
|
|
The
carrying amounts of financial instruments are considered by management to
be their fair value due to their short term
maturities.
|
|
|
BUKA
VENTURES INC.
|
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
October
31, 2008
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Estimates and
Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that
were assumed in preparing these financial statements.
|
Statement of Cash
Flows
|
|
|
For
the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be
cash equivalents.
|
Unproven Mining Claim
Costs
Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
|
|
Environmental
Requirements
|
|
|
At
the report date environmental requirements related to the mineral claim
acquired are unknown and therefore any estimate of any future cost cannot
be made.
|
Recent Accounting
Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
3. ACQUISITION
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.
|
|
|
BUKA
VENTURES INC.
|
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
October
31, 2008
4. SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
|
|
The
officers-directors have acquired 100% of the common stock issued and have
made no interest, demand loans to the Company of
$2,764.
|
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.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the costs and expenses payable by us in connection
with the issuance and distribution of the securities being registered hereunder.
No expenses will be borne by the Selling Security Holders. All of the amounts
shown are estimates, except for the SEC registration fee.
|
SEC
registration fee
|
$ 110
|
|
Accounting
fees and expenses
|
$ 4,000
|
|
Legal
fees and expenses
|
$16,500
|
|
Miscellaneous
fees, including printing and Edgar filing service fees
|
$ 1,000*
|
|
Total
|
$21,610
|
*Estimate
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada
Section 78.138 of the Nevada Revised
Statutes (“NRS”) provides that neither a director nor an officer of a Nevada
corporation can be held personally liable to the corporation, its stockholders
or its creditors unless the director or officer committed both a breach of
fiduciary duty and such breach was accompanied by intentional misconduct, fraud,
or knowing violation of law. Nevada does not exclude breaches of the duty of
loyalty or instances where the director has received an improper personal
benefit. The Company’s proposed Nevada Articles and Bylaws state that the
personal liability of all of the directors and officers of the corporation is
hereby eliminated to the fullest extent allowed as provided by the
NRS.
A Nevada corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding, if he is not liable under NRS 78.138 (see above), acted in “good
faith” and in a manner he reasonably believed to be in and not opposed to the
best interests of the corporation, and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
However, with respect to actions by or in the right of the corporation, no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper. A director or officer who is successful, on the merits or
otherwise, in defense of any proceeding subject to the Nevada corporate
statutes’ indemnification provisions must be indemnified by the corporation for
reasonable expenses incurred in connection therewith, including attorneys’
fees.
The Company’s proposed Nevada Articles
provide that the corporation shall, to the maximum extent and in the manner
permitted by the NRS, indemnify and hold harmless any and all persons whom it
shall have power to indemnify under said provisions from and against any and all
liabilities (including expenses) imposed upon or reasonably incurred by him or
her in connection with any action, suit or other proceeding in which he or she
may be involved or with which he or she may be threatened, or other matters
referred to in or covered by said provisions both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer of the corporation. The Company’s proposed Nevada Bylaws do not modify
Nevada law in this respect.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES
The following table provides the sales
of unregistered securities for the past three (3) years:
On October 31, 2007, the Company sold
5,000,000 shares of common stock at one tenth of a cent ($0.001) to its
President for an aggregate purchase price of $5,000 in cash.
On October 31, 2008, the Company sold
45,500,000 shares of common stock at one tenth of a cent ($0.001) to its
President and Chief Financial Officer for an aggregate purchase price of $45,500
in cash.
The registrant believes that the above
sales were exempt from registration upon reliance of Section 4(2) of the
Securities Act of 1933 and upon Regulation S promulgated under the Securities
Act. No commissions were paid in connection with the above
transactions.
ITEM
16. EXHIBITS AND FINANCIAL STATEMENTS
|
Exhibit No.
|
Description
|
Location
|
|
3.1
|
Articles
of Incorporation of Buka Ventures Inc.
|
Filed
herewith
|
|
3.2
|
Bylaws
of Buka Ventures Inc.
|
Filed
herewith
|
|
5.1
|
Opinion
of Daniel B. Eng
|
Filed
herewith
|
|
10.1
|
Transfer
Agent and Registrar Agreement
|
Filed
herewith
|
|
10.2
|
Deed
Between Omega Ventures Inc. and Buka Ventures Inc. regarding the Sigatoka
Gold Claim
|
Filed
herewith
|
|
11.1
|
Statement
re: Computation of Per Share Earnings
|
Filed
herewith
|
|
14.1
|
Code
of Ethics
|
Filed
herewith
|
|
21
|
Subsidiaries
of Buka Ventures Inc.
|
None
|
|
23.1
|
Consent
of Madsen & Associates CPA’s Inc.
|
Filed
herewith
|
|
23.2
|
Consent
of Daniel B. Eng
|
See
Exhibit 5.1
|
|
23.3
|
Consent
of Thomas Raju
|
Filed
herewith
|
|
24.1
|
Power
of Attorney (included on signature page of this Registration
Statement)
|
See
signature page
|
|
99.1
|
Audit
Committee Charter
|
Filed
herewith
|
ITEM
17. UNDERTAKINGS
The
undersigned registrant hereby undertakes to:
|
(a)
|
Rule 415
Offering
:
|
(1) File,
during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) Include
any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the Calculation of Registration
Fee table in the effective Registration Statement; and
(iii) Include
any additional or changed material information with respect to the plan of
distribution.
(2) For
purposes of determining any liability under the Securities Act of 1933, the
information omitted from the form of Prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(3) For
the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(4) File
a post-effective amendment to remove from registration any of the securities
that remain unsold at the end of the offering.
(5) For
determining liability of the undersigned small business issuer under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that in a primary
offering of securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the undersigned small
business will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities, provided by or on behalf of the undersigned small business issuer;
and
(iv) Any
other communication that is an offer in the offering made by the undersigned
small business issuer to the purchaser.
(b)
Request for Acceleration of
Effective Date
. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(c)
Reliance on Rule 430C
. Each
prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 as part
of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such first use, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such date of first
use.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Suva, on the 12 day of December,
2008.
·
Buka Ventures Inc.
By:
/s/ Ritesh Chandra
Singh
Ritesh Chandra Singh, Chief Executive
Officer
(Principal Executive
Officer)
Power
of Attorney
The undersigned constitute and appoint
either Ritesh Chandra Singh or Ranjana Bharat, their true and lawful
attorney-in-fact and agent with full power of substitution, for him or her and
in his or her name, place, and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this Form S-1
registration statement, and to file the same with all exhibits thereto, and all
documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully and to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, as amended, this registration statement on Form S-1 has
been signed by the following persons in the capacities and on the dates
indicated.
|
SIGNATURE
|
TITLE
|
DATE
|
|
/s/ Ritesh Chandra Singh
Ritesh
Chandra Singh
|
Chief
Executive Officer, President, Director (Principal Executive
Officer)
|
December
12, 2008
|
|
/s/ Ranjana Bharat
Ranjana
Bharat
|
Chief
Financial Officer, Director
(Principal
Financial and Accounting Officer)
|
December
12, 2008
|