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)

Nevada
1499
98-0603540
(State or jurisdiction of
(Primary Standard Industrial
(I.R.S. Employer
incorporation or organization)
Classification Code Number)
Identification No.)

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):
 
         
 
Large accelerated filer
o
Accelerated filer
o
         
 
Non-accelerated filer
(Do not check if a smaller reporting company)
o
Smaller reporting company
x


CALCULATION OF REGISTRATION FEE

     
Proposed
maximum
aggregate offering
price
 
Title of each class of
securities to be
registered
Amount of
shares to be
Registered
Proposed
maximum offering
price per share
Amount of
registration
fee
         
Common Stock
20,000,000
$0.05
$1,000,000
$110
         
Total
       

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.
 
 
 
 
-1-

 
TABLE OF CONTENTS

Page
   
Prospectus Summary                                                                                                                                
3
Disclosure Regarding Forward-Looking Statements
5
Risk Factors
5
Use Of Proceeds
9
Market For Common Equity And Related Stockholders Matters
9
Management’s Discussion And Analysis Or Plan Of Operations
10
Description Of Business
13
Legal Proceedings
17
Management
21
Executive Compensation
22
Security Ownership Of Certain Beneficial Owners And Management
23
Certain Relationships And Related Transactions
22
Selling Security Holders
23
Plan Of Distribution
24
Description Of Securities
25
Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities
26
Legal Matters
27
Experts
27
Transfer Agent And Registrar
27
Where You Can Find More Information
27
Financial Statements
28

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.


-2-


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:
 
Common stock offered by Selling Security Holders
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.
 
 
-3-

 

 
Common stock outstanding as  of the date of this Prospectus
45,500,000 Shares
  
Use of proceeds
We will not receive any proceeds from the sale of shares of common stock by the Selling Security Holders.
   
Plan of Distribution
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.
 
Risk Factors
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.



-4-


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.
 
 
-5-

 

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

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

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

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

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

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

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

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

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible.  If the cost of extracting any minerals that might be found on the Sigatoka Gold Claim is in excess of the selling price of such minerals, we would not be able to develop the claim.  Accordingly even if ore reserves were found on the Sigatoka Gold Claim, without sufficient tonnage we would still not be able to economically extract the minerals from the claim in which case we would have to abandon the Sigatoka Gold Claim and seek another mineral property to develop, or cease operations altogether.
 
 
-6-

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

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

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

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

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

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

The Company’s financial statements are reported in U.S. dollars.  We intend to conduct 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.
 
 
 
-7-


 
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:

We will have to be sponsored by a participating market maker who will file a Form 211 on our behalf since we will not have direct access to the FINRA
personnel; and
   
We will not be quoted on the OTCBB unless we are current in our periodic reports filed with the SEC.

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

Further, our share price may be impacted by factors that are unrelated or disproportionate to our operating performance.  Our share price might be affected by general economic, political and market conditions, such as recessions, changes in interest rates or international currency fluctuations.  In addition, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts.  These factors, which are not under our control, may have a material effect on our share price.
 
 
-8-

 
 
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.
 
 
-9-


 
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.
 
 
-10-

 

 
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.
 
 
-11-

 

 
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.
 
 
-12-

 

 
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.



-13-



   
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.
 
 
 
-14-

 
 
 
 

 
-15-

 
 
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.
 
 
-16-

 





 
-17-

 
 
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.
 
 
 
-18-

 

 
Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.
 
-19-

 
 
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.
 
 
-20-

 

 
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.
 
 
-21-

 
 
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

General Philosophy

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

Executive Compensation

In light of our limited capital, the executive officers receive no cash compensation for serving the Company.  Since 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.
 
 
-22-

 
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.
 
 
-23-


 
Name of Selling
Shares Beneficially Owned Prior to Offering
Shares to be Offered
Shares Beneficially Owned After Offering
           
Security Holder
Number
Percentage
Number
Number
Percentage
           
Ritesh Chandra Singh
21 Luke Street
Vatuwaq, Suva, Fiji
30,000,000
65.93
13,000,000
17,000,000
66.67
           
Ranjana Bharat
20 Howell Road
Samabula, Suva, Fiji
15,500,000
34.07
7,000,000
8,500,000
33.33
           
Total
45,500,000
100.00
· 20,000,000
25,500,000
100.00

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.
 
 
-24-

 

 
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.
 
 
-25-

 

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.


-26-



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.
 
 
-27-

 

 
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
 
 
 
-28-

 

 

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


-29-



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.


-30-



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.


-31-



 
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


-32-


 

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
 

 
 
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
       
CASH FLOWS FROM OPERATING ACTIVITIES:
     
       
Net loss
$  (23,172)
$     (7,375)
$(30,547)
       
Adjustments to reconcile net loss to net cash provided by operating activities:
     
       
Common shares issued for expenses
-
5,000
5,000
Capital contributions – expenses
8,000
-
8,000
Changes in accounts payable
  4,133
   1,525
    5,658
       
Net Cash  Provided (Used) in Operations
(11,039)
(850)
(11,889)
       
CASH FLOWS FROM INVESTING ACTIVITIES:
            -
          -
          -
       
CASH FLOWS FROM FINANCING ACTIVITIES
     
       
Proceeds from loan from related party
1,914
850
2,764
Proceeds from issuance of common stock
40,500
        -
 40,500
 
42,414
   850
 43,264
       
Net Increase in Cash
31,375
-
31,375
       
Cash at Beginning of Period
          -
         -
         -
       
CASH AT END OF PERIOD
$    31,375
$             -
$   31,375




The accompanying notes are an integral part of these financial statements


-33-


 
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.



-34-


 

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.



-35-





 
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.


-36-


 
 
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.
 
 
 
-37-

 
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.
 
 
-38-

 

 
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
 
 
-39-

 
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;
 
 
-40-

 

 
(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.
 
 
 
-41-


 
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


-42-

 

Exhibit 3.1 Articles of Incorporation

ARTICLES OF INCORPORATION

OF

BUKA VENTURES INC.

FIRST: The name of the corporation is Buka Ventures Inc.

SECOND: The registered office of the corporation in the State of Nevada is located at 2470 Saint Rose Pkwy Suite 304, Henderson, NV 89074. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of corporation. The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.

THIRD: The objects for which the corporation is formed are to engage in any lawful activity.

FOURTH: The total number of common stock authorized that may be issued by the Corporation is five hundred million (750,000,000) shares of common stock with a par value of one tenth of a cent ($0.001) per share and no other class of stock shall be authorized. The corporation may from time issue said shares for such consideration as the Board of Directors may fix.

FIFTH: The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of the corporation, providing that the number of directors shall not be reduced to fewer than one (1). The first Board of Directors shall be one (1) in number and the name and post officer address of this Director is:

Name:                                Ritesh Chandra Singh
                              Address:                             21 Luke Street
           Vatuwaqa, Suva
           Fiji

SIXTH: The capital stock of the corporation, after the amount of subscription price or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.

SEVENTH: The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:

Name:                     Patrick Mokros
Address:                            2470 Saint Rose Pkwy, Suite 304  
            Henderson, NV 89074

EIGHT: The Resident Agent for this corporation shall be Empire Stock Transfer Inc. The address of the Resident Agent and the registered or statutory address of this corporation in the State of Nevada shall be: 2470 Saint Rose Pkwy, Suite 304, Henderson, NV 89074

NINTH: The corporation is to have perpetual existence.

TENTH: The Board of Directors shall adopt the initial By-laws of the corporation. The Board of Directors shall also have the power to alter, amend or repeal the By-laws, or to adopt the new By-laws, except as otherwise may be specifically provided in the By-laws.
 
ELEVENTH: The Board of Directors shall have the authority to open bank accounts and adopt banking resolutions on behalf of the corporation.
 
 
 
-1-

 
 

 
TWELVETH: No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provisions shall not eliminate or limit the liability of a Director or Officer (i) for acts of omission which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification.

THIRTEENTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and the rights conferred upon stockholders herein are granted subject to this reservation.

I, the undersigned, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to General Corporate Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this March 15, 2007.


PATRICK MOKROS   
   Patrick Mokros
Incorporator



 
-2-

 

 


Exhibit 3.2 – Bylaws of Buka Ventures Inc.

BY LAWS

OF

BUKA VENTURES INC.

A Nevada Corporation

ARTICLE I

Offices

Section 1.                The registered office of this corporation shall be in the City of Henderson, State of Nevada.

Section 2.                The Corporation may also have offices at such other places both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE 2

Meetings of Stockholders

Section 1 .                All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other place within or without the State of Nevada as the Directors shall determine. Special meetings of the stockholders may be held at such time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of notice thereof.

  Section 2.               Annual meetings of the stockholders shall be held on the anniversary date of incorporation each year if not a legal holiday and, and if a legal holiday, then on the next secular day following, or at such other time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3 .                 Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President or the Secretary, by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose of the proposed meeting.

Section 4.                  Notices of meetings shall be in writing and signed by the President or Vice-President or the Secretary or an Assistant Secretary or by such other person or persons as the Directors shall designate. Such notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may be within or without this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid, to each stockholder of record entitled to vote at such meeting not
 
 
 
 
-1-

 
 
 
less than ten nor more than sixty days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such notice, the service thereof shall be complete and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to an officer of the corporation or association, or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event of the transfer of stock after delivery of such notice of and prior to the holding of the meeting, it shall not be necessary to deliver or mail such notice of the meeting to the transferee.

Section 5 .                Business transactions at any special meeting of stockholders shall be limited to the purpose stated in the notice.

Section 6.                 The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcements at the meeting, until a quorum shall be presented or represented. At such adjourned meetings at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7.                 When a quorum is present or represented at any meeting, the vote of the holders of 10% of the stock having voting power present in person or represented by proxy shall be sufficient to elect Directors or to decide any question brought before such meeting, unless the question is one upon which by express provision of the statute or of the Articles of Incorporation, a different vote shall govern and control the decision of such question.

Section 8.                 Each stockholder of record of the corporation shall be entitled at each meeting of the stockholders to one vote for each share standing in his name on the books of the corporation. Upon the demand of any stockholder, the vote for Directors and the vote upon any question before the meeting shall be by ballot.

Section 9.                  At any meeting of the stockholders any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all the powers conferred by such written instruction upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or power of attorney to vote shall be voted at a meeting of the stockholders unless it shall have been filed with the Secretary of the meeting when required by the inspectors of election. All questions regarding the qualifications of voters, the validity of proxies and the acceptance of or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, or if not so appointed, then by the presiding officer at the meeting.
 
 
 
 
-2-

 
 
 
Section 10.                Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statute or the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

 
ARTICLE 3

Directors

Section 1 .                The business of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 2 .                 The number of Directors which shall constitute the whole board shall be riot less than one and not more than eight. The number of Directors may from time to time be increased or decreased to not less than one or more than eight by action of the Board of Directors. The Directors shall be elected at the annual meeting of the stockholders and except as provided in section 2 of this Article, each Director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 3.                  Vacancies in the Board of Directors including those caused by a decrease in the number of Directors, may be filed by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, and each Director so elected shall hold office until his successor is elected at the annual or a special meeting of the stockholders. The holders of a two-thirds of the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the Directors by vote at a meeting called for such purpose or by a written statement filed with the Secretary or, in his absence, with any other officer. Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors resulting therefrom shall only be filled from the stockholders.

                 A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of death, resignation or removal of any Director, or if the authorized number of Directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at which any Director or Directors are elected to elect the full authorized number of Directors to be voted for at that meeting.

The stockholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board or the stockholders shall have power to elect a successor to take office when the resignation is to become effective

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his term of office.


 
-3-

 

ARTICLE 4

Meeting of the Board of Directors

Section 1 .                Regular meetings of the Board of Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation regular meetings shall be held at the registered office of the corporation. Special meetings of the Board may be held either at a place so designated or at the registered office.

Section 2 .                 The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the Directors in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

Section 3 .                Regular meetings of the Board of Directors may be held without call or notice at such time and at such place as shall from time to time be fixed and determined by the Board of Directors.

Section 4 .               Special meetings of the Board of Directors may be called by the Chairman or the President or by the Vice-President or by any two Directors.  Written notice of the time and place of special meetings shall be delivered personally to each Director, or sent to each Director by mail or by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or if not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed or telegraphed, it shall be deposited in the postal service or delivered to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. In case such notice is delivered or taxed, it shall be so delivered or taxed at least twenty-four (24) hours prior to the time of the holding of the meeting. Such mailing, telegraphing, delivery or taxing as above provided shall be due, legal and personal notice of such Director.

Section 5.                 Notice of the time and place of holding an adjourned meeting need not be given to the absent Directors if the time and place be fixed at the meeting adjourned.

Section 6 .                  The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after such meeting, each of the Directors not present signs a written waiver of notice, or a consent of holding such meeting, or approvals of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 7 .                 The majority of the authorized number of Directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof, if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the Board in regular meeting.
 
 
 
-4-

 
 

 
Section 8 .                 A quorum of the Directors may adjourn any Directors meeting to meet again at stated day and hour; provided, however, that in the absence of a quorum, a majority of the Directors present at any Directors meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board.

ARTICLE 5

Committees of Directors

Section 1.                  The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees of the Board of Directors, each committee to consist of two or more of the Directors of the corporation which, to the extent provided in the resolution, shall and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings of such committees, a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

Section 2.                 The committee shall keep regular minutes of their proceedings and report the same to the Board of Directors.

Section 3.                 Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent
thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.

ARTICLE 6

Compensation of Directors

Section 1 .                 The Directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefore. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.


 
-5-

 

ARTICLE 7

Notices

Section 1 .                Notices to Directors and stockholders shall be in writing and delivered personally or mailed to the Directors or stockholders at their addresses appearing on the books of the corporation. Notices to Directors may also be given by fax and by telegram. Notice by mail, fax or telegram shall be deemed to be given at the time when the same shall be mailed.

Section 2.                   Whenever all parties entitled to vote at any meeting, whether of Directors or stockholders, consent, either by a writing on the records of the meeting or filed with the Secretary, or by presence at such meeting or oral consent entered on the minutes, or by taking part in the deliberations at such meeting without objection, the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice or such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting; and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

Section 3 .                 Whenever any notice whatever is required to be given under the provisions of the statute, of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE 8

Officers

Section 1.                 The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer. Any person may hold two or more offices.

Section 2 .                The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a Chairman of the Board who shall be a Director, and shall choose a President, a Secretary and a Treasurer, none of whom need be Directors.

Section 3.                 The Board of Directors may appoint a Vice-Chairman of the Board, Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

Section 4 .                 The salaries and compensation of all officers of the corporation shall be fixed by the Board of Directors.

Section 5.                 The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer elected or appointed by the Board of Directors may be removed any time by the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.
 
 
 
-6-

 
 

 
Section 6 .                 The Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

Section 7 .                The Vice-Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform other such duties as the Board of Directors may from time to time prescribe.

Section 8 .                The President shall be the chief executive officer of the corporation and shall have active management of the business of the corporation. He shall execute on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be expressly designated by the Board of Directors to some other officer or agent of the corporation.

Section 9 .                 The Vice-Presidents shall act under the direction of the President and in absence or disability of the President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate
one or more Executive Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall descend to the Vice-Presidents in such specified order of seniority.

Section 10 .                The Secretary shall act under the direction of the President. Subject to the direction of the President he shall attend all meetings of the Board of Directors and all meetings of the stockholders and record the proceedings. He shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and will perform other such duties as may be prescribed by the President or the Board of Directors.

Section 11 .               The Assistant Secretaries shall act under the direction of the President. In order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform other such duties and have such other powers as the President and the Board of Directors may from time to time prescribe.

Section 12.                 The Treasurer shall act under the direction of the President. Section Subject to the direction of the President he shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all money and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the President or the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

                             If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
 
 
 
-7-

 
 
 

 
Section 13.               The Assistant Treasurers in order of their seniority, unless otherwise determined by the President or the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer. They shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.
ARTICLE 9

Certificates of Stock

Section 1.                   Every stockholder shall be entitled to have a certificate signed by the President or a Vice- President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized to issue more than one class of stock or more that one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such stock.

Section 2 .                  If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. In case any officer who has signed or whose facsimile signatures have been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

Section 3.                  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

Section 4.                   Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duty endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of shares have been compiled with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5.                  The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (IO) days preceding the date of any meeting of stockholders, or the date of the payment of any dividend, or the date of the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of stockholders for any purpose, as a record date for the termination of the stockholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to give such consent, and in the such case, such stockholders, and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to notice of and to vote as such meeting, or any adjournment thereof, or to receive such payment of dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after such record date fixed as aforesaid.
 
 
 
-8-

 
 

 
Section 6 .                  The corporation shall be entitled to recognize the person registered on its books as the owner of the share to be the exclusive owner for all purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claims to or interest in such shares or shares on the part of any -other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE 10

General Provisions

Section 1.                Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 2 .                 Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing and maintaining any property of the corporation, or for such other purpose as the Directors shall think conducive to the interests of the corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.


Section 3.                All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 4.                  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

Section 5.                 The corporation may or may not have a corporate seal, as may be from time to time determined by resolution of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the corporation and the words "Corporate Seal" and "Nevada". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.


 
-9-

 


ARTICLE 11

Indemnification

Every person who was or is a party or is a threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a Director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a Director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest legally permissible under the General Corporation Law of the State of Nevada from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. The expenses of officers and Directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the Director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive of any other right which such Directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under this Article.

The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the corporation, or is or was serving at the request of the corporation as a Director or officer of another corporation, or as its representative in a partnership, joint venture. trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

The Board of Directors may form time to time adopt further Bylaws with respect to indemnification and amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporation Law of the State of Nevada.

ARTICLE 12

Amendments

Section 1.                 The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

Section 2 .               The Board of Directors by a majority vote of the whole Board at any meeting may amend these Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time to time specify particulars of the Bylaws which shall not be amended by the Board of Directors.

 
 
-10-

 
 

 
APPROVED AND ADOPTED MARCH 16, 2007

CERTIFICATE OF THE SECRETARY

I, Ranjana Bharat, hereby certify that I am the Secretary Treasurer of Buka Ventures Inc. and the foregoing Bylaws, consisting of 11 pages, constitute the code of Bylaws of this company as duly adopted by the Secretary of the corporation on March 16, 2007.

IN WITNESS WHEREOF , I have hereunto subscribed my name on March 16, 2007

RANJANA BHARAT                                                       
Ranjana Bharat
Secretary Treasurer


 
-11-

 









 


Exhibit 5.1   Opinion of Daniel B. Eng


Daniel B. Eng
Attorney At Law
1455 Response Road, Suite 230
Sacramento, CA 95815

December 8, 2008

Board of Directors
Baku Ventures
 
21 Luke Street
Vatuwaq, Suva, Fiji

Re:  Common Stock of Baku Ventures, Inc.

Ladies and Gentlemen:

I act as counsel to Baka Ventures Inc., a Nevada corporation (the "Company").  The Company has filed a registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the registration of 20,000,000 shares of the Company's common stock (the "Shares”).

For the purpose of rendering this opinion, I examined originals or copies of such documents as deemed to be relevant. In conducting my examination, I assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to me by the Company. In addition, in rendering this opinion, I assumed that the Shares will be offered in the manner and on the terms identified or referred to in the Registration Statement, including all amendments thereto.

My opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the Federal Law of the United States and the law applicable to corporations of the State of Nevada.

Based upon and subject to the foregoing, after giving due regard to such issues of law as I deemed relevant, I am of the opinion that the Shares issued are legally issued, fully paid and nonassessable under the corporate laws of the state of Nevada.

I hereby consent in writing to the use of our opinion as an exhibit to the Registration Statement and any amendment thereto. By giving such consent, I do not thereby admit that I come within the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Sincerely,

/s/ Daniel B. Eng
Daniel B. Eng

 
-1-

 
 
Exhibit 10.1    Transfer Agent and Registration Agreement

TRANSFER AGENT AND REGISTRAR AGREEMENT


THIS AGREEMENT is made and entered into on April 30, 2007.

BETWEEN:                                  Empire Stock Transfer Inc. (the “Transfer Agent”), duly incorporated under the laws of the State of Nevada, having an office situated at 2470 St. Rose Pkwy, Suite 304 in Henderson, NV 89074.

AND:                        BUKA VENTURES INC.
 
Name of Company (the “Company”)

 
NEVADA
 
State of Incorporation

 
21 Luke Street
Vatuwaqa, Suva
Fiji
Address of Company

In consideration of the mutual premises, covenants and agreements contained herein, the parties agree as follows:

1.  
The Company hereby appoints Transfer Agent as the sole Transfer Agent and Registrar for the Company’s capital stock.

2.  
The Company warrants and represents to the Transfer Agent that the Company has full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof, including the execution of this Agreement by the authorized signatory indicated below.

3.  
The Company agrees to pay the transfer agent an initial fee of $ 1,000; which includes a $500 file setup fee, first year’s annual maintenance fee and a $500 credit toward future use.  Thereafter, the Company agrees to pay the transfer agent an annual fee of $500 in compensation for the time and expense necessary to maintain the books and records of the Company as well as answering any inquiries from shareholders, brokers and clearing agents that may arise from performing this duty.  This annual fee will be due on a fiscal basis from the date of execution of this agreement and is subject to annual review.  Other fees may include, without limitation, transfers borne by the Company, shareholder lists, mailing labels, distributions and proxy tabulation.  In addition, the Company agrees to pay all expenses incurred by the result of a lawsuit or government investigation including all legal and professional fees, travel expenses, copying of documents, and postage or courier fees.  The Company agrees that it shall compensate the Transfer Agent at a rate of $50 per hour in circumstances where the Transfer Agent is required to expend its employees’ time in order to comply with regulatory body or court orders regarding the Company’s securities or where an employee is required to attend court as a witness in respect of any matters relating to the Company’s securities.

4.  
The Company agrees to provide the Transfer Agent with a current, accurate and complete shareholder list that is inclusive of shareholder names, addresses, applicable social security numbers or tax ID numbers, number of shares, dates of issue and the certificate numbers by which these shares are represented.   The Company agrees to indemnify and hold harmless the Transfer Agent for any errors, omissions or failure to provide information made on the part of the Company or its previous transfer agent with respect to information provided to the Transfer Agent.
 
 
 
-1-

 
 

 
5.  
The Company also covenants to notify the Transfer Agent within forty-eight (48) hours   or two (2) business days of material changes in its affairs that may affect the Transfer Agent’s provision of services hereunder including, without limitation, a change in directors, officers, management and/or affiliates of the Company; alteration of the Company’s capitalization by way of forward or reverse split; a change of Company name; or a change of Company address through certified mail.  Transfer Agent may elect to accept alternate means of notification on a case by case basis.  Please phone (702) 818-5898 to discuss alternate means of notification.

Certified Notification to Transfer Agent:

Empire Stock Transfer
Attn: Material Changes
2470 St. Rose Pkwy, Ste. 304
Henderson, NV 89074

6.  
The Transfer Agent agrees to maintain the Company’s shareholder records in accordance with accepted standards and agrees to process and register the Company’s transfers.  The Transfer Agent agrees to make available these records in the form of a shareholder list (see transfer agent and registrar client fee schedule) upon written request by an authorized officer or agent of the Company.  Where there is a dispute between the Company and a third party regarding the issuance or cancellation of any securities in the Company’s capital stock, the Transfer Agent shall have the right to require the Company to provide the Transfer Agent with a legal opinion or Court order with respect to the securities in issue prior to acting on any instructions related thereto.

7.  
The Transfer Agent shall not be under any obligation to prosecute or defend any action or suit in respect of the Company unless the Company shall, so often as required, furnish the Transfer Agent with satisfactory indemnity and funding against such expense or liability.

8.  
This agreement may be terminated upon the delivery of written notice by one party to the other at least fourteen (14) business days prior to the effective date of termination.  Upon termination, the Company agrees to pay all outstanding fees owed to the Transfer Agent.  The Transfer Agent shall have the authority to hold the books and records of the Company until it has received such payment.  Upon full payment, including the closing fee – see fee schedule, the Transfer Agent will ship the Company’s shareholder records via courier service to a Company specified address.

IN WITNESS WHEREOF the parties hereto have hereunto affixed their respective hands and seals or corporate seals, as the case may be, both as of the day and year first above written.


Buka Ventures Inc.
 
 
BUKA VENTURES INC.
 
Empire Stock Transfer
 
 
EMPIRE STOCK TRANSFER INC.
Company
 
Ritesh Chandra Singh
 
Transfer Agent
 
Patrick Mokros
Name of Officer for Company
 
 
 
Name of Officer for Transfer Agent
 
 
Title  :President and Chief Executive Officer
 
 
 
Title:  President
 
 
Signature
RITESH CHANDRA SINGH
Date
April 30, 2008
 
Signature
PATRICK MOKROS
Date
April 30, 2008

 

 
-2-

 
 


THIS DEED  MADE THE 1 ST  DAY OF MAY 2007.


BETWEEN :
OMEGA VENTURES INC. a limited liability company having its registered office at Suva in the Republic of Fiji (hereinafter together with its successors and assigns referred to as the “the Assignor” of the first part)

A  N  D :
BUKA VENTURES INC. a limited liability company having its registered office at Suva in the Republic of Fiji Islands (which together with its successors and assigns is hereinafter referred to as " the Assignee ") of the third part

WHEREAS:

A.
THE Assignor and the Assignee entered into an Assignment Agreement dated the 26th day of April, 2007 (hereinafter referred to as “the Assignment Agreement”) whereby the Assignor agreed to assign to the Assignee Mining Tenement 1419, Sigatoka Gold Claim, in the Republic of Fiji Islands (hereinafter referred to as “Claim”) upon the terms and conditions contained in the Assignment Agreement.

B.
THE Assignor has now agreed to assign his interest under the said Assignment Agreement to the Assignee and the Assignor has agreed to the assignment upon the terms and conditions contained herein.

NOW THEREFORE THIS DEED WITNESSETH AS FOLLOWS :-

1.
THE Assignor HEREBY ASSIGNS all his rights title and interest in the Assignment Agreement to the Assignee which hereby agree to take the assignment of the same from the 1 st day of May, 2007. The Assignor hereby consents to this assignment.

2.
THE   Assignee hereby agrees to be bound by all the terms and conditions of the Assignment Agreement and hereby covenants with the Assignor to observe the same.

3.
THE Assignee hereby also agrees with the Assignor as follows:-

(i)       that the sum of $5,000.00 (Five Thousand) in United States lawful currency be given to the Assignor by the Assignee as consideration for the Assignment of Mining Tenement 1419.

4.
UPON receipt by the Assignor of the consideration it referred to in clause 3(i) above the Assignor shall thereafter release the Assignee from all further obligations under the Assignment Agreement.
 
THE parties covenant with each other to do all such acts matters and things and take all necessary steps as may be necessary and/or requisite for the purpose of carrying into effect the matters set out herein.
 
 
 
 
-1-

 

 
6.
IN the event that any provision of this Deed or its application to any person or circumstances is or is found to be invalid or unenforceable the invalidity of unenforceability of such provisions shall not affect the validity or enforceability of the other provisions of this Deed or the application of such other provisions to any person or circumstances which other provisions shall remain in full force and effect.

7.
THIS Deed shall not be changed or modified in any way subsequent to its execution except in writing signed by the parties.

8.
THIS Deed forms the whole of the agreement between the parties respecting the subject matter hereto and no representation, warranty or statement not included or specifically provided for herein shall form part of the Deed between the parties.

9.
THIS Deed shall be governed and construed exclusively by the Laws of Fiji where the said properties are situated and the parties hereto agree that only the Courts of the Law in Fiji shall have jurisdiction to entertain any action in respect of this Deed and on matters flowing from this Deed.

10.                        THE costs of this Deed shall be paid by the Assignee.

AGREED TO BY:

OMEGA VENTURES INC.




BUKA VENTURES INC.

RITESH CHANDRA SINGH
Ritesh Chandra Singh

 
-2-

 


Exhibit 11.1                                Statement re: Computation of Per Share Earnings


Net loss as at October 31, 2008
$   23,172
   
Average number of shares outstanding since inception (i)
45,500,000
   
Net loss per share for the year ended October 31, 2008
$ (0.00)

The Company has not issued any stock options, warrants or rights as at October 31, 2008 nor does it intend to do so in the immediate future.

There have been no shares issued subsequent to October 31, 2008



 
-1-

 


Exhibit 14.1                                Code of Ethics

 
BUKA VENTURES INC.
 
CODE OF ETHICS
 
FOR PRINCIPAL EXECUTIVE, FINANCIAL AND OTHER OFFICERS
 
Buka Ventures Inc . (the “Company”) is seeking to establish ethical conduct in its financial management and reporting. As a Company that hopes to eventually seek a quotation on the Over-the-Counter Bulletin Board, it is essential that the Company's filings with the Securities and Exchange Commission are accurate, complete and understandable. Senior financial officers hold an important and elevated role in this process. This Code applies to:
 
(i)
the Principal Executive Officer, the President, the Principal Financial Officer, Chief Accounting Officer and the Secretary Treasurer of the Company, and
 
(ii)
any other persons that may be designated by the Board of Directors (each, a “Senior Officer”.
 
Each Senior Officer shall:
 
1.
Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
 
2.
Provide the Board of Directors with information that is accurate, complete, objective, relevant, timely and understandable.
 
3.
Comply with laws, rules and regulations of federal, state and local governments and regulatory agencies.
 
4.
Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing his or her independent judgment to be subordinated.
 
5.
Respect the confidentiality of information acquired in the course of his or her work at the Company except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of his or her work will not be used for personal advantage.
 
6.
Share knowledge and maintain skills important and relevant to the Company's needs.
 
7.           Proactively promote ethical behavior within the Company.
 
8.
Promote responsible use of and control over all Company assets and resources.
 
9.
Disclose information required to be included in periodic reports filed with the Securities and Exchange Commission or required to be provided to any other governmental entity fully and fairly and in an understandable manner.
 
Violations of this Code of Ethics may subject a Senior Officer to disciplinary action, ranging from a reprimand to dismissal and possible criminal prosecution.
 
 
 
-1-

 
 
Each Senior Officer shall certify each year that such Officer has not violated this Code and is not aware of any violations of the Code that have not been reported to the Board of Directors.
 
This Code may be amended, modified or waived by the Board of Directors, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder.
 

 
-2-

 
 
 

Exhibit 23.1                                Consent of Madsen & Associates CPA’s Inc.



MADSEN & ASSOCIATES CPA’S INC.
684 East Vine Street, #3
Certified Public Accountants and Business Consultants
Salt Lake City, Utah, 84102
 
Telephone: 801-268-2632
 
Fax: 801-262-3937

December 4, 2008
 
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, DC 20549

Re: Form S-1 Registration Statement
   Buka Ventures Inc. (the “Company”)


Dear Sirs:

As independent registered accountants, we hereby consent to the inclusion or incorporation by reference in this Form S-1 Registration Statement the following:

Our report to the Board of Directors of Buka Ventures Inc. dated November 21, 2008 on the financial statements of the Company as at October 31, 2008 and the statements of operations, change in stockholders' equity and cash flows for the period from March 15, 2007 (date of inception) to October 31, 2008.

In addition, we also consent to the reference to our firm included under the heading "Experts" in this Registration Statement.

Yours truly,
 
MADSEN & ASSOCIATES CPA’s INC.

Madsen & Associates, CPA’s Inc.



 
-1-

 



Exhibit 23.3          Consent of Thomas Raju

THOMAS RAJU

75 Bhindi Street
Suva, Fiji

To:           United States Securities and Exchange Commission

I, Thomas Raju, Professional Engineer, do hereby consent to the filing, with the regulatory authorities referred to above, the technical report entitled “Summary of Exploration on the Sigatoka Property” dated June 15, 2007 (the “Technical Report”), and to the written disclosure of the Technical Report and of extracts from or a summary of the Technical Report in the written disclosure in any Offering Memorandum, other offering documents, Form SB-2 registration statement, or an Annual Information Form of Buka Ventures Inc.

I hereby consent to the inclusion of my name as an expert in Buka Ventures Inc. Form SB-2 registration statement as filed with your office.

I hereby certify that I have read the written disclosure being filed and I do not have any reason to believe that there are any misrepresentations in the information derived from the Technical Report in the written disclosure in this Form SB-2 registration statement, other offering documents, or an Annual Information Form of Buka Ventures Inc.

Dated:  June 22, 2007

THOMAS RAJU                                                                                                 (Seal of Stamp of Qualified Person)

Thomas Raju




 
-1-

 





Exhibit 99.1    Audit Committee Charter

             BUKA VENTURES INC.
           (the "Company")
 
             AUDIT COMMITTEE CHARTER
 
·   The Audit Committee is appointed by the Board to assist the Board in monitoring
 
·   (1)       the integrity of the financial statements of the Company,
 
·  
(2)       the compliance  by  the  Company  with legal and regulatory   requirements, and
 
·  
(3)       the independence  and  performance of the Company's external    auditors.
 
·   The members of the Audit Committee shall meet the independence and experience requirements of the New York Stock Exchange.  In particular, the Chairman of the audit Committee shall have accounting or related financial management expertise.  The members of the Audit Committee shall be appointed by the Board.
 
·   The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee.  The Audit Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
 
·   The Audit Committee shall make regular reports to the Board.
 
·   The Audit Committee shall at least annually, unless otherwise specified:
 
·  
1.           Review and reassess the adequacy of this Charter annually and    recommend any proposed changes to the Board for approval.
 
·  
2.           Review the annual audited financial statements with management, including major issues regarding accounting and auditing principles and practices as well as the adequacy of internal controls that could significantly affect the Company's financial statements.
 
·  
3.           Review an analysis prepared by management and the independent auditor of significant financial reporting issues and judgments made in connection with the preparation of the Company's financial statements, including a description of any transactions as to which management obtained Statement on Auditing Standards No. 50 letters.
 
·  
4.           Review with management and the independent auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company's financial statements.
 
 
 
-1-

 
 
·  
5.           Review with management and the independent auditor the Company's quarterly financial statements prior to the filing of the Company's Form 10-QSB, including the results of the  independent auditors' reviews of the quarterly financial statements.
 
·  
6.           Meet periodically with management to review the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures.
 
·  
7.           Review major changes to the Company's auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management.
 
·  
8.           Recommend to the Board the appointment of the independent auditor, which firm is ultimately accountable to the Audit Committee and the Board.
 
·  
9.           Review the experience and qualifications of the senior members of the independent auditor team and the quality control procedures of the independent auditor.
 
·   10.         Approve the fees to be paid to the independent auditor.
 
·  
11.         Establish guidelines for the retention of the independent auditor for any non-audit service.  Current guidelines are set forth on Exhibit A attached to this Charter.
 
·  
12.         Receive periodic reports from the independent auditor regarding the auditor's independence, discuss such reports with the auditor,  and if so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself of the  independence of the auditor.
 
·  
13.         Evaluate together with the Board the performance of the independent auditor and, whether it is appropriate to rotate independent auditors on a regular basis.  If so determined by the Audit Committee, recommend that the Board replace the independent auditor.
·  
14.         Recommend to the Board guidelines for the Company's hiring of employees of the independent auditor who were engaged on the Company's account.
 
·   15.        Meet with the independent auditor prior to the audit to review the
·  
  planning  and  staffing  of  the  audit.
 
 
 
-2-

 
 
·  
16.        Obtain from the independent auditor assurance that Section 10A of the Private Securities Litigation Reform Act of 1995 has not been implicated.
·  
17.        Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit.
 
·  
18.        Review with the independent auditor any problems or difficulties the auditor may have encountered and any management letter provided by the auditor and the Company's response to that letter.  Such review should include any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information, and any disagreements with management.
 
·  
19.        Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statement.
 
·  
20.         Advise the Board with respect to the Company's policies and procedures regarding compliance with applicable laws and regulations and with the Company's Code of Conduct.
 
·  
21.         Review with the Company's General Counsel legal matters that may have a material impact on the financial statements, the Company's compliance policies and any material reports or inquiries received from regulators or governmental agencies.
 
·   22.        Assess its performance of the duties specified in this Charter and
·  
report its findings to the Board of Directors.
 
·   While the Audit Committee has responsibilities and powers set forth in this  Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and are in accordance with generally accepted accounting principles.  This is the responsibility of management and the independent auditor.  Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditor or to assure compliance with laws and regulations and the Company's Code of Conduct.
 
 
 
 
-3-

 
 
·   EXHIBIT  A
 
·   Guidelines for the retention of the independent auditor for non-audit services.
 
                          ALLOWABLE NON-AUDIT SERVICES  
·   Foreign statutory audits
 
·   11K and ERISA audits
 
·   Carve-out audits in connection with divestitures
 
·   Tax compliance including preparation and filing returns
 
·   Tax counseling
 
·   Due diligence assistance in connection with M&A transactions
 
·   Providing "comfort letters" in connection with securities offerings
 
·   Litigation support involving disputes related to financial statements audited by the independent auditor
 
                         UNALLOWABLE NON-AUDIT SERVICES
 
·   Information Technology consulting services
 
·   Human Resources consulting services
 
·   Management consulting services
 
·   Valuation services
 
·   M&A transaction structuring services


 
-4-