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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K /A

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from[   
 ] to [     ]

Commission file number 001-33715

OKANA VENTURES, INC.(Exact name of registrant as specified in its charter)

|Nevada                                                              | 20-2881151                          
|------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or                    | (I.R.S. Employer Identification No.)
|organization)                                                       |                                     
|                                                                    |                                     
|Moliere No. 222, Torre de Oficinas, Col. Los Morales
      Polanco, |                                     
|Delgacion Miguel Hidalgo, Mexico City, Mexico                       | 11540                               
|(Address of principal executive offices)                            | (Zip Code)                          
|                                                                    |                                     
|Registrant's telephone number, including area code:                 | (775) 636-6986                      

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

|Title of Each Class | Name of Each Exchange On Which Registered
|------------------- | -----------------------------------------
|Common Stock        | Over-The-Counter Bulletin Board          

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

N/A
  (Title of class)

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

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

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the last 90 days.
Yes [X]      No [   ]

1

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Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registration statement was required to submit and post
such files). 
  Yes [   ]     No [X]

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

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 definition of large accelerated filer, accelerated
filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

|Large accelerated filer [   ] | Accelerated
      filer                   
      [   ]
|----------------------------- | ------------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company 
  [X]                      

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).
  Yes [   ]     No [X]

The aggregate market value of Common Stock held by
non-affiliates of the Registrant on June 30, 2010 was $Nil based on a $Nil
average bid and asked price of such common equity, as of the last business day
of the registrants most recently completed second fiscal quarter.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.

3,350,000 common shares as of April 9, 2011

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Okana Ventures, Inc. is filing this Amendment to its Annual
  Report on Form 10K for the fiscal year ended December 31, 2010, to restate
  certain numbers in its audited financial statements for the year ended December
  31, 2010. The original filing of 2010 results was inconsistent with past practice
  concerning the identification of the Companys functional currency. Reported
  results for 2009 were not affected. This restatement reclassifies the effect
  of translating assets and liabilities denominated in Canadian Dollars (the identified
functional currency) to the United States Dollar reporting currency.

This Amendment does not reflect events that have occurred
after the original filing of the Annual Report.

Pursuant to Rule 12b-15 under the Securities Exchange Act
  of 1934, as a result of this Amendment, the certifications pursuant to Section
  302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively,
  as exhibits to the original filing, have been amended and re-filed as of the
  date of this Amendment No. 1 and are included as Exhibits 31.2, 31.2, 32.1 and
32.2 hereto.

This Amendment should be read in conjunction with the original
  filing of our Annual Report for the year ended December 31, 2010 and our other
  filings made with the Securities and Exchange Commission subsequent to the filing
of the original Annual Report filed on Form 10-K.

2

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Table of Contents

|Item
      1.  | Business                                                                                                                 | 4 
|-------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|               |                                                                                                                          |   
|Item
      1A. | Risk
      Factors                                                                                                       | 5 
|               |                                                                                                                          |   
|Item
      1B. | Unresolved
      Staff Comments                                                                                          | 5 
|               |                                                                                                                          |   
|Item
      2.  | Properties                                                                                                               | 5 
|               |                                                                                                                          |   
|Item
      3.  | Legal
      Proceedings                                                                                                  | 6 
|               |                                                                                                                          |   
|Item
      4.  | [Removed
      and Reserved]                                                                                             | 7 
|               |                                                                                                                          |   
|PART
      II  |                                                                                                                          | 7 
|               |                                                                                                                          |   
|Item
      5.  | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 7 
|               |                                                                                                                          |   
|Item
      6.  | Selected
      Financial Data                                                                                            | 8 
|               |                                                                                                                          |   
|Item
      7.  | Management's
      Discussion and Analysis of Financial Condition and Results of Operations                              | 8 
|               |                                                                                                                          |   
|Item
      7A. | Quantitative
      and Qualitative Disclosures About Market Risk                                                         | 12
|               |                                                                                                                          |   
|Item
      8.  | Financial
      Statements and Supplementary Data                                                                        | 12
|               |                                                                                                                          |   
|Item
      9.  | Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure                         | 13
|               |                                                                                                                          |   
|Item
      9A. | Controls
      and Procedures                                                                                            | 13
|               |                                                                                                                          |   
|Item
      9B. | Other
      Information                                                                                                  | 14
|               |                                                                                                                          |   
|PART
      III |                                                                                                                          | 14
|               |                                                                                                                          |   
|Item
      10. | Directors,
      Executive Officers and Corporate Governance                                                             | 14
|               |                                                                                                                          |   
|Item
      11. | Executive
      Compensation                                                                                             | 17
|               |                                                                                                                          |   
|Item
      12. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 18
|               |                                                                                                                          |   
|Item
      13. | Certain
      Relationships and Related Transactions, and Director Independence                                          | 19
|               |                                                                                                                          |   
|Item
      14. | Principal
      Accounting Fees and Services                                                                             | 19
|               |                                                                                                                          |   
|PART
      IV  |                                                                                                                          | 20
|               |                                                                                                                          |   
|Item
      15. | Exhibits,
      Financial Statement and Schedules                                                                        | 20
|               |                                                                                                                          |   
|SIGNATURES     |                                                                                                                          | 22

3

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PART I

Item 1. Business

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this current report and unless otherwise indicated,
the terms "we", "us", "our" and "Okana" mean Okana Ventures, Inc.

General Overview

Okana Ventures, Inc. was incorporated on May 9, 2005, in the
State of Nevada. We are an exploration stage corporation. An exploration stage
corporation is one engaged in the search for mineral deposits or reserves which
are not in either the development or production stage. We have conducted
exploration activities on one property. Recorded title to the property upon
which we conducted exploration activities was not held in our name. Title to the
property was recorded in the name of Ronnie Birch, our past-president, who held
the property in trust for our company. This property is located in British
Columbia, Canada, and consists of 3 mining claims, comprising 722.655 hectares.
We explored for gold on the property. Based on the results of our exploration we
decided not to proceed with any further exploration and returned the title to
the property to the previous title holders.

To date we have only performed limited exploration work on this
one mining property. We are presently in the process of searching for another
mining property that is still in its early exploration stage. We cannot
guarantee that a commercially viable mineral deposit exists in any mining
property we may acquire until we are able to perform further exploration and a
comprehensive evaluation determines if it has economic feasibility.

We have no revenues, have achieved losses since inception, have
no operations, have been issued a going concern opinion by our auditors and rely
upon the sale of our securities and loans from our officers and directors to
fund operations.

4

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Our business is subject to the risks inherent with a natural
resource based company in its early exploration stage of development. These
risks include, but are not limited to: limited capital resources; limited
industry operating experience; possible delays due to weather, manpower and
equipment shortage and regulatory processing practices; possible cost overruns
due to price increases in services, supplies and equipment; and the general
speculative nature

of exploring a raw mineral property for minerals.

At the present, we have no employees and only one officer and
director.

Our companys common stock has been assigned the ticker symbol
OKNV and has been approved for trading on the Over-The-Counter Bulletin Board.
However, no trading market has developed.

Our principal office address isMoliere No. 222, Torre
de Oficinas, Col. Los Morales Polanco, Delgacion Miguel Hidalgo, Mexico City,
Mexico and our telephone number is (775) 636-6986.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 1B. Unresolved Staff Comments

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 2. Properties

Westmoreland Property

To our knowledge, the mineral property upon which we carried
out our initial exploration program on the Westmoreland property has never been
mined. Based on a filed British Columbia assessment report (Assessment Report
#17870) there was some preliminary geophysical and geochemical work carried out
on a portion of what now comprises the Westmoreland Property in 1988 by Getchell
Resources; however, we know of no follow-up work on that portion of the property
or any work whatsoever on the balance of the Westmoreland property. The
Westmoreland Property was claimed by Roger William MacInnis and Warner
Gruenwald, jointly, and was examined and reported on by Mr. Gruenwald,
Professional Geologist, before being acquired by us.

In January, 2007, our geologist, Mr. Gruenwald, reported to us
on a small work program he carried out on a portion of the Westmoreland Property
in October, 2006. This small work program cost $4,984 and was part of our
initial exploration work program of $30,000. The results of this preliminary
exploration work were utilized to determine the nature and extent of the balance
of our overall work program.

We commenced the balance of our initial exploration program in
June, 2007, which consisted of geochemical stream, soil and rock sampling along
with prospecting, geological mapping and geophysical surveys. Work was focused
on prospecting the numerous new roads and clear cuts to see if such activity had
exposed previously covered bedrock. Areas of alteration, fault zones and
especially quartz veining (float or in situ) were explored by establishing grids
along which soil sampling was conducted. Streams were sampled by collecting silt
and heavy mineral concentrates. The soil samples were analyzed to determine if
elevated amounts of minerals were present. The results were then plotted on a
map to determine where the elevated areas of mineralization occur. Rock sampling
and geological mapping and prospecting were done by competent professionals.
Preliminary geophysical surveying was also done to try and locate anomalies
which may be caused by mineralization not evident on the surface. Our samples
were sent to registered assayers in Vancouver, British Columbia. Based upon the
results of the exploration, management determined, in consultation with our
consultants, that the Westmoreland property did not warrant further exploration
work.

5

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Bradley Creek Property

On August 9, 2010, we entered into an agreement with Beeston
Enterprises Ltd., under which Beeston granted our company an option to purchase
a certain mineral property, comprising approximately 478 hectares, located in
the Clinton Mining District of British Columbia, Canada, known as the Bradley
Creek property. Under the terms of the option agreement, we can acquire this
property from Beeston upon the payment of $2,500 (U.S.) at the time of signing
and a further payment of $2,500 (U.S.) on or before August 31, 2010, which
latter two cash payments have been made by our company, plus carrying out a work
program of $200,000 (CAD) over a four year period thereafter. This work program
requires $25,000 (CAD) of exploration work in each of the first two years,
$50,000 (CAD) of exploration work in the third year and $100,000 (CAD) of
exploration work in the fourth year. Upon the acquisition of the Bradley Creek
property by our company, it will be subject to a royalty of 2% of net smelter
returns payable to Candorado Operating Company Ltd., with a payout of $1,000,000
(CAD), and an additional royalty of 2% of net smelter returns payable to
Beeston, with a payout of $2,000,000 (CAD). Our former president, Michael Upham,
is also the president of Beeston.

Very little exploration has been carried out on the Bradley
Creek property to date, other than a small work program consisting of soil and
rock sampling and limited geological mapping. If we feel such is warranted, we
may carry out further exploration of a similar nature on those areas of the
property, as determined from a review of the report of the earlier exploration,
by a geologist to be retained for this purpose. We hope to be able to raise the
necessary funds for any work program through the sale of additional shares of
our company or by arranging some form of debt financing, although we can provide
no assurances that this is possible.

Management has not received any fees for its services. The
proceeds from our offering were designed primarily to fund the costs of the
initial exploration program recommended by our geologist, Mr. Warner Gruenwald,
for the Westmoreland property. The cost of the initial exploration work program
was approximately $30,000. Management will continue to seek to acquire an
interest in additional mineral properties upon which to continue with our
objective of locating a mineral deposit that is commercially viable to mine.
Additional funding will be required in order for us to carry out exploration on
the Bradley Creek property as well as for acquiring other mineral properties. We
anticipate that we will raise additional financing by way of the sale of stock
or the issuance of debt in order to undertake the acquisition of any other
mineral claims.

We do not intend to hire any employees at this time. Any work
on any property in which we acquire an interest will be conducted by
unaffiliated independent contactors that we will hire. Depending on the stage of
exploration we reach on any mineral property, the independent contractors will
be responsible for surveying, geology, engineering, exploration, and excavation.
The geologists will evaluate the information derived from the exploration and
excavation and the engineers will advise us on the economic feasibility of
removing any mineralized material we may find.

Investment Policies

There are no restrictions or limitations on the percentage of
assets which our company may invest in real estate or interests in real estate,
investments in real estate mortgages, or securities of or interests in persons
primarily engaged in real estate activities.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or
pending litigation. There are no proceedings in which any of our directors,
officers or affiliates, or any registered or beneficial shareholder, is an
adverse party or has a material interest adverse to our company.

6

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Item 4. [Removed and Reserved]

PART II

Item 5. Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock was approved for trading on the
Over-the-Counter Bulletin Board on October 15, 2007, under the Symbol OKNV.
However, since that time, there has been no trading activity.

At the present time, there are no assets available for the
payment of dividends. We do not anticipate paying any dividends in the next
twelve months.

Our Articles of Incorporation currently authorize the issuance
of 100,000,000 shares of common stock, with a par value of $0.0001. The
stockholders: (a) have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by our board of directors; (b)
are entitled to share ratably in all of the assets of our company available for
distribution upon winding up of the affairs of our company; (c) do not have
preemptive subscription or conversion rights and there are no redemption or
sinking funds applicable thereto; and (d) are entitled to one non-cumulative
vote per share on all matters on which shareholders may vote at all meetings of
shareholders. These securities do not have any of the following rights: (a)
cumulative or special voting rights; (b) preemptive rights to purchase in new
issues of shares; (c) preference as to dividends or interest; (d) preference
upon liquidation; or (e) any other special rights or preferences. In addition,
the shares are not convertible into any other security. There are no
restrictions on dividends under any loans, other financing arrangements or
otherwise. See a copy of the Articles of Incorporation, Bylaws of our company,
and any amendments thereto, attached as exhibits to our previously filed SB-2.
As of December 31, 2010, we had 3,350,000 shares of common stock outstanding.

Non-Cumulative Voting

The common stockholders of our company do not have cumulative
voting rights, which means that the stockholders which hold more than 50% of
such outstanding shares, voting for the election of directors, can elect all of
the directors to be elected, if they so choose. In such event, the holders of
the remaining shares will not be able to elect any of our company's
directors.

Share Purchase Warrants

At December 31, 2010, no share purchase warrants were
outstanding.

Share Purchase Options

At December 31, 2010, there were no share purchase options
outstanding.

Dividend Policy

We do not currently intend to pay cash dividends. Our proposed
dividend policy is to make distributions of its revenues to its stockholders
when our board of directors deems such distributions appropriate. Because we do
not intend to make cash distributions, shareholders would need to sell their
shares to realize a return on their investment. There can be no assurances of
the projected values of the shares, nor can there be any guarantees of the
success of our company. A distribution of revenues will be made only when, in
the judgment of our board of directors, it is in the best interest of our stockholders to do so. Our board of
directors will review, among other things, the investment quality and
marketability of the securities considered for distribution; the impact of a
distribution of securities on its customers, joint venture associates,
management contracts, other investors, financial institutions, and our internal
management, plus the tax consequences and the market effects of an initial or
broader distribution of such securities.

7

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Transfer Agent

The registrar and stock transfer agent of our company was
Island Stock Transfer, of Suite 104N, 100 Second Avenue South, St. Petersburg,
Florida, 33701, from September 21, 2007 to July 1, 2009. On July 1, 2009 we
changed our registrar and transfer agent to Pacific Stock Transfer Company, of
4045 South Spencer Street, Suite 403, Las Vegas, Nevada, 89119.

Item 6. Selected Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to;
those discussed below and elsewhere in this annual report.

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Results of Operations for our Years Ended December 31, 2010
and 2009

Our net loss and comprehensive loss for our year ended December
31, 2010, for our year ended December 31, 2009 and the changes between those
periods for the respective items are summarized as follows:

| |                                                      |  |              |   |  |              |   |  | Change Between    |  
| | ---------------------------------------------------- |  | ------------ | - |  | ------------ | - |  | ----------------- | -
| |                                                      |  |              |   |  |              |   |  | Year Ended        |  
| |                                                      |  | Year Ended   |   |  | Year Ended   |   |  | December 31, 2010 |  
| |                                                      |  | December 31, |   |  | December 31, |   |  | and Year Ended    |  
| |                                                      |  | 2010         |   |  | 2009         |   |  | December 31, 2009 |  
| |                                                      |  | $            |   |  | $            |   |  | $                 |  
| | Organizational expenses                              |  | Nil          |   |  | Nil          |   |  | Nil               |  
| | Speculative mining expenses                          |  | 5,000        |   |  | Nil          |   |  | 5,000             |  
| | Consulting fees                                      |  | Nil          |   |  | Nil          |   |  | Nil               |  
| | Professional fees                                    |  | 19,073       |   |  | 18,625       |   |  |                   |  
| | Administrative expenses                              |  | 1,479        |   |  | 4,649        |   |  | 3,170             |  
| | Taxes and licenses                                   |  | 200          |   |  | Nil          |   |  | 200               |  
| | Miscellaneous consulting income                      |  | Nil          |   |  | Nil          |   |  | Nil               |  
| | Foreign currency transaction (loss)                  |  | Nil          |   |  | Nil          |   |  | Nil               |  
| | Interest, net                                        |  | (5,850       | ) |  | (4,303       | ) |  | (1,547            | )
| | Foreign currency translation adjustment              |  | (868         | ) |  | (2,989       | ) |  | (2,121            | )
| | Net loss and comprehensive loss for the
      period |  | (32,470      | ) |  | (30,566      | ) |  | (1,904            | )

8

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Our cash in the bank at December 31, 2010 was $58. For the period
  from inception (May 9, 2005) to December 31, 2010 we had no operating revenues
  and incurred net operating losses of $187,858
  consisting of speculative mining expenses, general operating expenses and professional
  fees incurred in connection with the day-to-day operation of our business and
  filing of our periodic reports.

Liquidity and Financial Condition

Working Capital

|                    |   | At           |   |   | At           |  
|------------------- | - | ------------ | - | - | ------------ | -
|                    |   | December 31, |   |   | December 31, |  
|                    |   | 2010         |   |   | 2009         |  
|                    |   |              |   |   |              |  
|Current assets      | $ | 58           |   | $ | 5,065        |  
|Current liabilities |   | 108,017      |   |   | 86,192       |  
|Working capital     | $ | (107,959     | ) | $ | (81,127      | )

|Cash Flows                                                  |   |              |   |   |             |  
|----------------------------------------------------------- | - | ------------ | - | - | ----------- | -
|                                                            |   | Year Ended   |   |   |             |  
|                                                            |   | December 31, |   |   | December 31 |  
|                                                            |   | 2010         |   |   | 2009        |  
|Cash flows from (used in) operating
      activities        | $ | (19,907      | ) | $ | (29,686     | )
|Cash flows provided by (used in) investing activities       |   | Nil          |   | $ | Nil         |  
|Cash flows provided by (used in) financing
      activities |   | 18,318       |   | $ | 35,042      |  
|Net increase (decrease) in cash during period               | $ | (2,457       | ) | $ | 2,367       |  

Operating Activities

Net cash used in operating activities was $19,907
  for our year ended December 31, 2010 compared with cash used in operating activities
  of $29,686 in the same period in 2009. The decrease of $9,779
  used in operating activities is mainly attributable to changes in accounts
  payable and a decrease in administrative expenses.

Investing Activities

Net cash used in investing activities was $Nil for our year
ended December 31, 2010 compared to net cash provided by investing activities of
$Nil in the same period in 2009.

Financing Activities

Net cash from financing activities was $18,318 for our year
ended December 31, 2010 compared to $35,042 in the same period in 2009. The
decrease was mainly attributable to a decrease in notes issued by stockholders.

In May 2005 ,
  we entered into a mineral claim purchase agreement with Mr. MacInnis and Mr.
  Gruenwald under which we acquired a certain mineral property, comprising three
  mineral claims, in consideration of the payment of $40,000 CAD over a period
  of three years and the performance of $60,000 CAD in exploration work over a
  period of four years. The property was registered in the name of Mr. Birch,
  our former president, who held the property in trust for our company. Following
  managements decision not to carry out any further exploration work on
  this property, we terminated the mineral claim purchase agreement and the property
  was transferred back to the vendors by Mr. Birch. Under the terms of the mineral
  claim purchase agreement, we have no further obligations for exploration or
  purchase of the property.

9

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We issued 75,000 shares of common stock on May 10, 2005, for a
purchase price of $1,500 and 775,000 shares of common stock on July 31, 2006,
for a purchase price of $15,500. All of these shares were issued pursuant to the
exemption from registration set forth in section 4(2) of the Securities Act of
1933. We issued a further 2,500,000 shares of common stock on June 18, 2007, for
a purchase price of $50,000 pursuant to our SB-2 offering. Michael Upham, our
former president, chief executive officer, secretary and treasurer, has provided
us with various loans totaling $102,010 for legal fees, audit fees, mineral
property acquisition and working capital as at December 31, 2010. The amount
owed to Mr. Upham is non-interest bearing, unsecured and due on demand.
Accordingly, the loans are classified as current liabilities, and we record
interest at 6% per annum as additional paid-in capital.

We completed our initial public offering, raising the minimum
amount of $50,000 under our SB-2 registration statement. The offer closed June
18, 2007. Using the funds from this offering, we were able to complete our
initial exploration work on the Westmoreland property that we had obtained the
right to acquire from Messrs. Gruenwald and MacInnis under the mineral purchase
agreement. However, based on the results of our initial exploration work, we
decided not to proceed with any additional exploration on this mining property.
The Westmoreland property was subsequently transferred back to Messrs. Gruenwald
and MacInnis. As a result, additional funds will be required if we are to
proceed further with our initial business plan. We will have to find alternative
sources, such as a second public offering, a private placement of securities or
loans from our officers or others.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

We are a start-up, exploration stage corporation and have not
yet generated or realized any revenues from our business operations.

There is a substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain additional capital
to pay our bills. We have not generated any revenues and no revenues are
anticipated until we acquire a mining property and carry out sufficient
exploration and development work that would result in our being able to begin
removing and selling minerals. Accordingly, we must raise cash from sources
other than the sale of minerals found on any mining property we may acquire. Our
only other source for cash at this time is investments by others. We must raise
cash to acquire and undertake the exploration of a mining property and stay in
business. We raised the minimum amount of $50,000 from our SB-2 offering, which
closed on June 18, 2007. The funds raised, together with the loans and purchase
of shares by the directors ($83,692 in loans and $17,000 in share purchases)
provided us with sufficient funds to complete our initial exploration work
program on the Westmoreland property which we had previously acquired. Based on
the results from our initial exploration work program, we decided not to conduct
any further exploration on this mining property. In April, 2008 we terminated
the mineral purchase agreement and transferred title to the Westmoreland
property back to Messrs. Gruenwald and MacInnis in accordance with the terms of
the mineral purchase agreement. We have no further liability in relation to
these mining properties.

We conduct research in the form of exploration of a mining
property. We are currently searching for a mining property in its early stage of
development upon which to conduct exploration. At the present time, we have no
plans to buy or sell any plant or significant equipment during the next twelve
months.

10

---

Our exploration objective is to find an ore body containing
gold. We must acquire a mining property that is in the early stage of
development to carry out our exploration objective. We conduct exploration to
determine what amount of minerals, if any, exist on a mining property, and if
any minerals which are found can be economically extracted and profitably
processed. Our success depends upon finding mineralized material. Mineralized
material is a mineralized body, which has been delineated by appropriate spaced
drilling or underground sampling to support sufficient tonnage and average grade
of metals to justify removal. If we locate mineralized material, we have to
determine if it is economically feasible to remove the material. Economically
feasible means that the costs associated with the removal of the mineralized
material will not exceed the price at which we can sell the mineralized
material. We cannot predict what the costs will be until we find mineralized
material. Until we find enough mineralized material that is economically
feasible to remove, we will have to continue to raise additional funds to carry
out exploration of a mining property. We will try to raise additional funds from
a second public offering, a private placement or loans. At the present time, we
have not acquired any interest in a mining property or the right to acquire any
interest in a mining property by the conduct of exploration and have not raised
any additional money.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

Exploration Stage Company

Our company is considered to be in the exploration stage as
defined in FASC 915-10-05, Development Stage Entity, as interpreted by the
Securities and Exchange Commission for mining companies in Industry Guide 7. Our
company is devoting substantially all of its efforts to the execution of its
business plan.

Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on
hand, demand deposits at commercial banks, and liquid investment funds having a
maturity of three months or less at the time of purchase. Our company had $58
and $2,515 in cash and cash equivalents as of December 31, 2010 and 2009,
respectively.

11

---

Start-up Costs

In accordance with ASC 720-15-20, Start-up Activities, our
company expenses all costs incurred in connection with the start-up and
organization of our company.

Common Stock Issued For Other Than Cash

Services purchased and other transactions settled in our
company's common stock are recorded at the estimated fair value of the stock
issued if that value is more readily determinable than the fair value of the
consideration received.

Recently Enacted Accounting Standards

In June 2009 the FASB established the Accounting Standards
Codification (Codification or ASC) as the source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in accordance with generally accepted
accounting principles in the United States (GAAP). Rules and interpretive
releases of the Securities and Exchange Commission (SEC) issued under
authority of federal securities laws are also sources of GAAP for SEC
registrants. Existing GAAP was not intended to be changed as a result of the
Codification and, accordingly, the change did not impact our financial
statements. The ASC does change the way the guidance is organized and presented.

Accounting Standards Update (ASU) ASU No. 2009-05 (ASC Topic
820, which amends Fair Value Measurements and Disclosures  Overall, ASU No.
2009-13 (ASC Topic 605), Multiple-Deliverable Revenue Arrangements, ASU No.
2009-14 (ASC Topic 985), Certain Revenue Arrangements that include Software
Elements, and various other ASUs, No. 2009-2 through ASU No. 2011-02, which
contain technical corrections to existing guidance or affect guidance to
specialized industries or entities, were recently issued. These updates have no
current applicability to the Company or their effect on the financial statements
would not have been significant.

Mineral Acquisition and Exploration Costs

Our company has been in the pre-exploration and exploration
stages since its formation on May 9, 2005 and has not yet realized any operating
revenue from its planned operations. It is primarily engaged in the acquisition,
exploration, and development of mining properties. Mineral property acquisition
and exploration costs are expensed as incurred. When it has been determined that
a mineral property can be economically developed as a result of establishing
proven and profitable reserves, the costs incurred to develop such property are
capitalized. Such costs, when capitalized, will be depreciated using the
units-of-production method over the estimated life of the probable reserves.

Item 7A. Quantitative and Qualitative Disclosures About
Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

Included herewith are the following financial statements:

12

---

OKANA VENTURES, INC.(AN EXPLORATION STAGE COMPANY) 
  FINANCIAL STATEMENTS 
  DECEMBER 31, 2010 (RESTATED) AND 2009 
  (SEE NOTE 1)

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|INDEX TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|                                                      | Page(s)
|----------------------------------------------------- | -------
|Report of registered independent public accountant    | 1      
|Balance Sheets                                        | 2      
|Statements of Operations
      and Comprehensive Loss | 3      
|Statement of Changes in Stockholders
      Deficit   | 4      
|Statements of Cash Flows                              | 5      
|Notes to Financial Statements                         | 6-13   

---

| | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
        FIRM
        To the Board of Directors and Audit Committee
        Okana Ventures,
        Inc.
        Mexico City, Mexico
      We have audited the balance sheets of Okana Ventures, Inc. (the
  Company) as of December 31, 2010 and 2009, and the related statements of
          operations and comprehensive loss, changes in stockholders deficit and cash
          flows for the years then ended and for the period from May 9, 2005 (inception)
          through December 31, 2010. 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 audits.
        We conducted our audits in accordance with the standards of the
          Public Company Accounting Oversight Board (United States). Those standards
          require that we plan and perform the audits 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 audits 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 purpose of
          expressing an opinion on the effectiveness of the companys internal control
          over financial reporting. Accordingly, we express no such opinion. An audit also
          includes examining, on a test basis, evidence supporting the amounts and
          disclosures in the financial statements, assessing the accounting principles
          used and significant estimates made by management, as well as evaluating the
          overall financial statement presentation. We believe that our audits provide a
          reasonable basis for our opinion.
        In our opinion, the financial statements referred to above
          present fairly, in all material respects, the financial position of Okana
          Ventures, Inc. as of December 31, 2010 and 2009, and the results of its
          operations and its cash flows for the years then ended and for the period from
          May 9, 2005 (inception) through December 31, 2010, in conformity with accounting
          principles generally accepted in the United States of America.
        The accompanying financial statements have been prepared
          assuming the Company will continue as a going concern. As discussed in Note 8 to
          the financial statements, the Company has incurred losses from operations, has
          liquidity problems, and requires additional funds for its operational
          activities. These factors raise substantial doubt that the Company will be able
          to continue as a going concern. The financial statements do not include any
          adjustments that might result from the outcome of this uncertainty.
        
        Child, Van Wagoner & Bradshaw, PLLC
          Salt Lake City,
          Utah
          April 14, 2011, except for Notes 1 and 7, to which the date is June
          6, 2011
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-1

---

|OKANA VENTURES, INC.          
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|BALANCE SHEETS                

|ASSETS                                                                                                     |  
|---------------------------------------------------------------------------------------------------------- | -
|                                                                                                           |  
|                                                                                                           |  
|                                                                                                           |  
|Current Assets                                                                                             |  
|Cash and cash equivalents                                                                                  | $
|Prepaid expenses and deposits                                                                              |  
|Total Current Assets                                                                                       |  
|TOTAL ASSETS                                                                                               | $
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                      |  
|LIABILITIES                                                                                                |  
|Current Liabilities                                                                                        |  
|Accounts payable                                                                                           | $
|Notes payable - stockholder (note 6)                                                                       |  
|Total Current Liabilities                                                                                  |  
|Total Liabilities                                                                                          |  
|STOCKHOLDERS' DEFICIT                                                                                      |  
|Common stock, par value $.0001, 100,000,000 shares authorized
      and   3,350,000 issued and outstanding |  
|Additional paid-in capital                                                                                 |  
|Cumulative other comprehensive gain or (loss)                                                              |  
|Deficit accumulated during the pre-exploration
      and exploration stages                                |  
|Total Stockholders' Deficit                                                                                |  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                                                | $

The accompanying notes are an integral part of these financial
  statements

F-2

---

|OKANA VENTURES, INC.                           
|-----------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                 
|STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

|                                                           |   | Year ending                 |   |   | Cumulative Total |  
|---------------------------------------------------------- | - | --------------------------- | - | - | ---------------- | -
|                                                           |   | December 31,                |   |   | From Inception,  |  
|                                                           |   |                             |   |   |                  |  
|                                                           |   | 2010                        |   |   | 2009             |  
|                                                           |   | **(Restated - see Note 1)** |   |   |                  |  
|                                                           |   |                             |   |   |                  |  
|INCOME                                                     | $ | -                           |   | $ | -                |  
|                                                           |   |                             |   |   |                  |  
|OPERATING EXPENSES                                         |   |                             |   |   |                  |  
|Organizational
      expenses                              |   | -                           |   |   | -                |  
|Speculative
      mining expenses                          |   | 5,000                       |   |   | -                |  
|Consulting                                                 |   | -                           |   |   | -                |  
|Professional
      fees                                    |   | 19,073                      |   |   | 18,625           |  
|Administrative
      expenses                              |   | 1,479                       |   |   | 4,649            |  
|Taxes
      and licenses                                   |   | 200                         |   |   | -                |  
|Total
      Operating Expenses                             |   | 25,752                      |   |   | 23,274           |  
|                                                           |   |                             |   |   |                  |  
|OTHER INCOME AND (EXPENSE)                                 |   |                             |   |   |                  |  
|Miscellaneous
      consulting income                      |   | -                           |   |   | -                |  
|Interest, net                                              |   | (5,850                      | ) |   | (4,303           | )
|Total Other Income and (Expense)                           |   | (5,850                      | ) |   | (4,303           | )
|                                                           |   |                             |   |   |                  |  
|NET LOSS APPLICABLE TO COMMON SHARES                       | $ | (31,602                     | ) | $ | (27,577          | )
|                                                           |   |                             |   |   |                  |  
|Foreign
      currency translation adjustment              |   | (868                        | ) |   | (2,989           | )
|                                                           |   |                             |   |   |                  |  
|COMPREHENSIVE LOSS                                         | $ | (32,470                     | ) | $ | (30,566          | )
|                                                           |   |                             |   |   |                  |  
|NET LOSS PER BASIC AND DILUTED SHARES                      | $ | (0.01                       | ) | $ | (0.01            | )
|                                                           |   |                             |   |   |                  |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES
      OUTSTANDING |   | 3,350,000                   |   |   | 3,350,000        |  

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

F-3

---

|OKANA VENTURES, INC.                             
|-------------------------------------------------
|(AN EXPLORATION STAGE COMPANY)                   
|STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT    
|FROM MAY 9, 2005 (INCEPTION) TO DECEMBER 31, 2010

|                                                 | Common Stock |  |   | Additional |  |   | Deficit accumulated |  |   | Other Compre-      |   |   | **Stockholders'** |  
|------------------------------------------------ | ------------ |  | - | ---------- |  | - | ------------------- |  | - | ------------------ | - | - | ----------------- | -
|                                                 | Shares       |  |   | Amount     |  |   | Paid-in Capital     |  |   | during the explor- |   |   | hensive Gain      |  
|                                                 |              |  |   |            |  |   |                     |  |   | ation stages       |   |   | or (Loss)         |  
|May 9, 2005 (Inception)                          | -            |  |   | -          |  |   | -                   |  |   | -                  |   |   |                   |  
|Issuance of common stock for cash, May 10, 2005  | 75,000       |  | $ | 8          |  | $ | 1,492               |  | $ | -                  |   | $ | -                 |  
|Interest - related party (note 6)                | -            |  |   | -          |  |   | 181                 |  |   | -                  |   |   | -                 |  
|Net loss                                         | -            |  |   | -          |  |   | -                   |  |   | (6,144             | ) |   | -                 |  
|Cumulative currency translation adjustment       | -            |  |   | -          |  |   | -                   |  |   | -                  |   |   | (342              | )
|Balance, December 31, 2005                       | 75,000       |  |   | 8          |  |   | 1,673               |  |   | (6,144             | ) |   | (342              | )
|Issuance of common stock for cash, July 31, 2006 | 775,000      |  |   | 77         |  |   | 15,423              |  |   | -                  |   |   | -                 |  
|Interest - related party (note 6)                | -            |  |   | -          |  |   | 751                 |  |   | -                  |   |   | -                 |  
|Net loss                                         | -            |  |   | -          |  |   | -                   |  |   | (22,767            | ) |   | -                 |  
|Cumulative currency translation adjustment       | -            |  |   | -          |  |   | -                   |  |   | -                  |   |   | (134              | )
|Balance, December 31, 2006                       | 850,000      |  |   | 85         |  |   | 17,847              |  |   | (28,911            | ) |   | (476              | )
|Issuance of common stock for cash, June, 2007    | 2,500,000    |  |   | 250        |  |   | 49,750              |  |   | -                  |   |   | -                 |  
|Interest - related party (note 6)                | -            |  |   |            |  |   | 1,663               |  |   | -                  |   |   | -                 |  
|Net loss                                         | -            |  |   | -          |  |   | -                   |  |   | (75,233            | ) |   | -                 |  
|Cumulative currency translation adjustment       | -            |  |   | -          |  |   | -                   |  |   | -                  |   |   | (635              | )
|Balance, December 31, 2007                       | 3,350,000    |  |   | 335        |  |   | 69,260              |  |   | (104,144           | ) |   | (1,111            | )
|Interest - related party (note 6)                | -            |  |   |            |  |   | 2,529               |  |   | -                  |   |   | -                 |  
|Net loss                                         | -            |  |   | -          |  |   | -                   |  |   | (24,535            | ) |   | -                 |  
|Cumulative currency translation adjustment       | -            |  |   | -          |  |   | -                   |  |   | -                  |   |   | 3,034             |  
|Balance, December 31, 2008                       | 3,350,000    |  |   | 335        |  |   | 71,789              |  |   | (128,679           | ) |   | 1,923             |  
|Interest - related party (note 6)                | -            |  |   |            |  |   | 4,071               |  |   | -                  |   |   | -                 |  
|Net loss                                         | -            |  |   | -          |  |   | -                   |  |   | (27,577            | ) |   | -                 |  
|Cumulative currency translation adjustment       | -            |  |   | -          |  |   | -                   |  |   | -                  |   |   | (2,989            | )
|Balance, December 31, 2009                       | 3,350,000    |  |   | 335        |  |   | 75,860              |  |   | (156,256           | ) |   | (1,066            | )
|Interest - related party (note 6)                | -            |  |   | -          |  |   | 5,638               |  |   | -                  |   |   | -                 |  
|Net loss                                         | -            |  |   | -          |  |   | -                   |  |   | (31,602            | ) |   | -                 |  
|Cumulative currency translation adjustment       | -            |  |   | -          |  |   | -                   |  |   | -                  |   |   | (868              | )
|Balance, December 31, 2010
      (Restated)      | 3,350,000    |  | $ | 335        |  | $ | 81,498              |  | $ | (187,858           | ) | $ | (1,934            | )

The accompanying notes are an integral part of these financial
  statements

F-4

---

|OKANA VENTURES, INC.          
|------------------------------
|(AN EXPLORATION STAGE COMPANY)
|STATEMENTS OF CASH FLOWS      

|                                                                                  |   | Year Ending             |   |   | Year Ending  |   |   | Cumulative Total From   |  
|--------------------------------------------------------------------------------- | - | ----------------------- | - | - | ------------ | - | - | ----------------------- | -
|                                                                                  |   | December 31,            |   |   | December 31, |   |   | Inception, May 9, 2005  |  
|                                                                                  |   | 2010                    |   |   | 2009         |   |   | to December 31, 2010    |  
|                                                                                  |   | (Restated - see Note 1) |   |   |              |   |   | (Restated - see Note 1) |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |   |                         |   |   |              |   |   |                         |  
|Net loss                                                                          | $ | (31,602                 | ) | $ | (27,577      | ) | $ | (187,858                | )
|Adjustments to reconcile
      net loss to net cash used in operating activities: |   |                         |   |   |              |   |   |                         |  
|Interest expense - related
      party - contributed to capital                   |   | 5,638                   |   |   | 4,071        |   |   | 14,833                  |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|Changes in operating assets and liabilities                                       |   |                         |   |   |              |   |   |                         |  
|(Increase) or decrease
      in prepaid expenses and deposits                     |   | 2,550                   |   |   | (2,550       | ) |   | -                       |  
|Increase or (decrease) in accounts payable                                        |   | 3,507                   |   |   | (3,630       | ) |   | 6,007                   |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|Net cash used in operating activities                                             |   | (19,907                 | ) |   | (29,686      | ) |   | (167,018                | )
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |   | -                       |   |   | -            |   |   | -                       |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |   |                         |   |   |              |   |   |                         |  
|Proceeds from notes payable to
      stockholders                                 |   | 18,318                  |   |   | 35,042       |   |   | 102,010                 |  
|Sale of common stock                                                              |   | -                       |   |   | -            |   |   | 67,000                  |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|Net cash provided by financing
      activities                                   |   | 18,318                  |   |   | 35,042       |   |   | 169,010                 |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|EFFECT OF FOREIGN CURRENCY TRANSLATION ADJUSTMENT                                 |   | (868                    | ) |   | (2,989       | ) |   | (1,934                  | )
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              |   | (2,457                  | ) |   | 2,367        |   |   | 58                      |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                   |   | 2,515                   |   |   | 148          |   |   | -                       |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|CASH AND CASH EQUIVALENTS - END OF PERIOD                                         | $ | 58                      |   | $ | 2,515        |   | $ | 58                      |  
|                                                                                  |   |                         |   |   |              |   |   |                         |  
|SUPPLEMENTAL CASH FLOW INFORMATION:                                               |   |                         |   |   |              |   |   |                         |  
|Cash paid for interest                                                            | $ | -                       |   | $ | -            |   | $ | -                       |  
|Cash paid for taxes                                                               | $ | -                       |   | $ | -            |   | $ | -                       |  

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

F-5

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 1- | ORGANIZATION AND BASIS OF PRESENTATION
|------- | --------------------------------------

Restatement of December 31, 2010
  Results

The original filing of 2010 results
  was inconsistent with past practice concerning the identification of the Companys
  functional currency. Reported results for 2009 were not affected. This restatement
  reclassifies the effect of translating assets and liabilities denominated in
  Canadian Dollars (the identified functional currency) to the United States Dollar
  reporting currency. The following table presents the effects of the restatement
  of results as of December 31, 2010:

Originally filed
      
      
      RestatedBalance Sheet, December 31, 2010Common stock
      $
      335
      
      $
      335Additional paid-in capital
      
      81,498
      
      
      81,498Cumulative other comprehensive loss
      
      -
      
      
      (1,934
      )Deficit accumulated
      
      (189,792
      )
      
      (187,858
      )Total stockholders
        deficit
      $
      (107,959
      )
      $
      (107,959
      )Statement of Operations and Comprehensive
        Loss for the Year Ended December 31, 2010Foreign currency transaction losses
      $
      (1,934
      )
      $
      -Net Loss
        Applicable to Shares
      
      (33,536
      )
      
      (31,602
      )Foreign currency translation adjustment
      
      -
      
      
      (868
      )Comprehensive
        Loss
      $
      (33,536
      )
      $
      (32,470
      )


The difference between the 2010 comprehensive
  loss as originally filed and the restated 2010 comprehensive loss is the ($1,066)
  foreign currency translation adjustment as of December 31, 2009 which was originally
  expensed in error.

Statement of Operations and Comprehensive
        Loss  From May 9, 2005 (Inception) to December 31, 2010Foreign currency transaction losses
      $
      (1,934
      )
      $
      -Net Loss Applicable
        to Shares
      
      (189,792
      )
      
      (187,858
      )Foreign currency translation adjustment
      
      -
      
      
      (1,934
      )Comprehensive
        Loss
      $
      (189,792
      )
      $
      (189,792
      )


F-6

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 1- | ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
|------- | --------------------------------------------------

Restatement of December 31, 2010
  Results (Continued)

Originally filed
      
      
      RestatedStatement of Cash Flows for the Year Ended December
        31, 2010Net loss
      $
      (33,536
      )
      $
      (31,602
      )Operating adjustments
      
      11,695
      
      
      11,695Cash provided by financing activities
      
      18,318
      
      
      18,318Effect of foreign currency translation
      
      1,066
      
      
      (868
      )Cash and cash equivalents 
        beginning
      
      2,515
      
      
      2,515Cash and cash equivalents  ending
      $
      58
      
      $
      58Statement of Cash Flows From May 9, 2005 (Inception)
        to December 31, 2010Net loss
      $
      (189,792
      )
      $
      (187,858
      )Operating adjustments
      
      20,840
      
      
      20,840Cash provided by financing
        activities
      
      169,010
      
      
      169,010Effect of foreign currency translation
      
      -
      
      
      (1,934
      )Cash and cash equivalents
         beginning
      
      -
      
      
      -Cash and cash equivalents  ending
      $
      58
      
      $
      58


Organization and Business

Okana Ventures, Inc., (the Company)
  was incorporated on May 9, 2005, under the laws of the State of Nevada. The
  business purpose of the Company is to acquire and develop mineral properties.

|NOTE 2- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|------- | ------------------------------------------

Exploration Stage Company

The Company is considered to be in the
  exploration stage as defined in FASC 915-10-05, Development Stage Entity,
  as interpreted by the Securities and Exchange Commission for mining companies
  in Industry Guide 7. The Company is devoting substantially all of its efforts
  to the execution of its business plan.

Use of Estimates

The preparation of financial statements
  in conformity with accounting principles generally accepted in the United States
  of America requires management to make estimates and assumptions that affect
  the amounts reported in the financial statements and accompanying notes. Actual
  results could differ from those estimates.

F-7

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 2- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (CONTINUED)
|------- | ------------------------------------------------------------

Cash and Cash Equivalents

Cash and cash equivalents consists principally
  of currency on hand, demand deposits at commercial banks, and liquid investment
  funds having a maturity of three months or less at the time of purchase. The
  Company had $58 and $2,515 in cash and cash equivalents as of December 31, 2010
  and 2009, respectively.

Start-up Costs

In accordance with ASC 720-15-20, Start-up
  Activities, the Company expenses all costs incurred in connection
  with the start-up and organization of the Company.

Common Stock Issued For Other
  Than Cash

Services purchased and other transactions
  settled in the Company's common stock are recorded at the estimated fair value
  of the stock issued if that value is more readily determinable than the fair
  value of the consideration received.

Net Income or (Loss) Per Share
  of Common Stock

The following table sets forth the computation
  of basic and diluted earnings per share:

| |                                                            |   | Year Ended   |  
| | ---------------------------------------------------------- | - | ------------ | -
| |                                                            |   | December 31, |  
| |                                                            |   | 2010         |  
| | Net income (loss)                                          | $ | (31,602      | )
| |                                                            |   |              |  
| | Weighted average common                                    |   |              |  
| | shares outstanding (Basic)                                 |   | 3,350,000    |  
| |                                                            |   |              |  
| | Options                                                    |   | -            |  
| | Warrants                                                   |   | -            |  
| |                                                            |   |              |  
| | Weighted average common shares outstanding
      (Diluted) |   | 3,350,000    |  
| | Net loss per share (Basic and diluted)                     | $ | (0.01        | )

The Company has no potentially dilutive
  securities, such as options or warrants, currently issued and outstanding.

F-8

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 2- | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (CONTINUED)
|------- | ------------------------------------------------------------

Recently Enacted Accounting Standards

In June 2009 the FASB established the
  Accounting Standards Codification (Codification or ASC)
  as the source of authoritative accounting principles recognized by the FASB
  to be applied by nongovernmental entities in the preparation of financial statements
  in accordance with generally accepted accounting principles in the United States
  (GAAP). Rules and interpretive releases of the Securities and Exchange
  Commission (SEC) issued under authority of federal securities laws
  are also sources of GAAP for SEC registrants. Existing GAAP was not intended
  to be changed as a result of the Codification and, accordingly, the change did
  not impact our financial statements. The ASC does change the way the guidance
  is organized and presented.

Accounting Standards Update (ASU)
  ASU No. 2009-05 (ASC Topic 820, which amends Fair Value Measurements
  and Disclosures  Overall, ASU No. 2009-13 (ASC Topic 605), Multiple-Deliverable
  Revenue Arrangements,ASU No. 2009-14 (ASC Topic 985), Certain
  Revenue Arrangements that include Software Elements,and various other
  ASUs, No. 2009-2 through ASU No. 2011-02, which contain technical corrections
  to existing guidance or affect guidance to specialized industries or entities,
  were recently issued. These updates have no current applicability to the Company
  or their effect on the financial statements would not have been significant.

Mineral Acquisition and Exploration
  Costs

The Company has been in the pre-exploration
  and exploration stages since its formation on May 9, 2005 and has not yet realized
  any operating revenue from its planned operations. It is primarily engaged in
  the acquisition, exploration, and development of mining properties. Mineral
  property acquisition and exploration costs are expensed as incurred. When it
  has been determined that a mineral property can be economically developed as
  a result of establishing proven and profitable reserves, the costs incurred
  to develop such property are capitalized. Such costs, when capitalized, will
  be depreciated using the units-of-production method over the estimated life
  of the probable reserves.

|NOTE 3- | PROVISION FOR INCOME TAXES
|------- | --------------------------

The Company recognizes the tax effects
  of transactions in the year in which such transactions enter into the determination
  of net income regardless of when reported for tax purposes. Deferred taxes are
  provided in the financial statements under FASC 740-10-65-1 to give effect to
  the temporary differences which may

F-9

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 3- | PROVISION FOR INCOME TAXES (CONTINUED)
|------- | --------------------------------------

arise from differences in the bases
  of fixed assets, depreciation methods and allowances based on the income taxes
  expected to be payable in future years. Minimal development stage deferred tax
  assets arising as a result of net operating loss carry-forwards have been offset
  completely by a valuation allowance due to the uncertainty of their utilization
  in future periods. Operating loss carry-forwards generated during the period
  from May 9, 2005 (date of inception) through December 31, 2010 of approximately
  $187,858 will begin to expire in 2025. Accordingly, deferred tax assets of approximately
  $65,750 were offset by the valuation allowance. For the years ended December
  31, 2010 and 2009 the allowance increased by approximately $11,060 and $9,652,
  respectively.

The Company has no tax positions at
  December 31, 2010 and 2009 for which the ultimate deductibility is highly certain
  but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued
  relative to unrecognized tax benefits in interest expense and penalties in operating
  expenses. During the years ended December 31, 2010 and 2009 the Company recognized
  no interest and penalties. The Company had no accruals for interest and penalties
  at December 31, 2010 and 2009.

|NOTE 4 - | STOCKHOLDERS DEFICIT
|-------- | ---------------------

Common Stock

As of December 31, 2010 the Company
  had 100,000,000 shares of common stock, par value $.0001 per share, authorized
  and 3,350,000 issued and outstanding.

The following details the stock transactions
  for the Company:

On May 10, 2005 the Company sold 75,000
  shares of its common stock at $.02 per share for $1,500 cash to provide initial
  working capital.

On July 31, 2006 the Company sold 775,000
  shares of its common stock at $.02 per share for $15,500 cash for working capital.

During June, 2007 the Company sold 2,500,000
  of its shares at $.02 per share for $50,000. The proceeds were used for working
  capital and to fund its operating plan.

F-10

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 4 - | STOCKHOLDERS DEFICIT (CONTINUED)
|-------- | ---------------------------------

Common Stock (Continued)

The $189,792 comprehensive loss as of
  December 31, 2010, less the $67,000 cash received for stock and the $14,833
  imputed interest on loans from stockholders yields a stockholders deficit
  of $107,959.

|NOTE 5 - | ACQUISITION OF MINERAL RIGHTS
|-------- | -----------------------------

On May 27, 2005 the Company entered
  into an agreement (the Agreement) to purchase an undivided interest in mineral
  claims on property located in Canada (the Property) for $40,000 CAD. Due to
  the uncertainty of fluctuating exchange rates, payments on the Property are
  stated in CAD as follows:

| | Upon signing of the Agreement and transfer
      of title (paid) | $ | 5,000  | 
| | ---------------------------------------------------------------- | - | ------ | 
| | On or before May 27, 2006 (paid)                                 |   | 5,000  | 
| | On or before May 27, 2007 (paid)                                 |   | 10,000 | 
| | On or before May 27, 2008                                        |   | 20,000 | 
| |                                                                  |   |        | 
| | TOTAL                                                            | $ | 40,000 | 

Under the Agreement, the Company is
  obligated to perform exploration work of $60,000 CAD over a period of four years
  commencing on the date of the Agreement or to make an equivalent cash payment
  to the vendors with $30,000 CAD of the exploration work to be performed or an
  equivalent cash payment made therefore by May 27, 2007. If the exploration results
  in the discovery of mineral commodities, the Company is required to pay a royalty
  of 2.0% on all mineral commodities sold from production on the Property. The
  royalty may be reduced to 1.0% upon payment of $500,000 CAD to the vendors at
  any time. The Company is also responsible to maintain the mineral claims in
  good standing by paying all the necessary rents, taxes and filings associated
  with the Property.

In accordance with terms set forth in
  the Agreement, the Company can terminate the Agreement at any time, at which
  point the Company is released of all obligations. All property payments must
  be made within 30 days of the due date and all exploration work must be performed
  within 30 days of the required date. Otherwise, the mineral property rights
  will revert back to the vendors. In addition, there is no guarantee that any
  exploration will yield mineral commodities. Accordingly, the Company expenses
  Property payments when paid and exploration costs as incurred.

On April 12, 2008, the Company gave
  notice of termination of the Agreement, effective April 18, 2008. As a result,
  the Company has no further obligations for

F-11

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 5 - | ACQUISITION OF MINERAL RIGHTS (CONTINUED)
|-------- | -----------------------------------------

purchase or exploration of those mineral
  claims. The Company plans to evaluate other properties for future acquisition
  and exploration.

On August 9, 2010 the Company, as Optionee,
  entered into an Agreement to purchase a partially developed mineral claim in
  British Columbia, Canada. The Optionor is a company of which the Companys
  President is also the President. The Company can acquire title to the claim
  by payment of $2,500 USD upon signing the Agreement and another $2,500 USD by
  August 31, 2010 and by carrying out a $200,000 (Canadian dollars, CAD) program
  of exploration and development. The Company had paid the initial $5,000 as of
  August 31, 2010, reported as a mineral property expense. The exploration program
  consists of incurring exploration and development expense according to the following
  schedule:

By August 31, 2011:
      $25,000 CADBy August 31, 2012:
      $25,000 CAD additionallyBy August 31, 2013:
      $50,000 CAD additionally andBy August 31, 2014:
      $100,000 CAD to complete the purchase.


Upon fulfillment of the purchase price
  the Company assumes an obligation to pay a royalty of 2% of net smelter returns
  to the original owner of the claim, with an option to reduce the royalty to
  1% upon payment of $500,000 CAD or to eliminate the royalty by payment of $1,000,000
  CAD. Additionally, the Company assumes an obligation to pay an identical 2%
  royalty and payout opportunity to the Optionor.

During the period of May 9, 2005 (inception)
  to December 31, 2010 the Company has paid $20,000 CAD, recorded as $17,818 USD,
  and $5,000 USD for property acquisitions. In the same period, the Company has
  paid a total of $31,808 CAD for exploration work or cash in lieu of exploration
  work, recorded as $29,722 USD, for a total of $52,540 mineral property costs.

|NOTE 6 - | NOTES PAYABLE TO STOCKHOLDERS
|-------- | -----------------------------

The Companys President, who is
  also a stockholder, regularly advances funds to the Company in exchange for
  demand notes at a zero interest rate. The Company imputes simple interest at
  6% per annum as interest expense with the related-party donated interest as
  additional paid-in capital. Total interest expense may include interest or finance
  charges other than the related-party donated interest. The Company recorded
  related-party interest of $5,638 and other interest of $212 during the year
  ended December 31, 2010, bringing the total of related-party

F-12

---

|OKANA VENTURES, INC.                 
|-------------------------------------
|(AN EXPLORATION STAGE COMPANY)       
|NOTES TO FINANCIAL STATEMENTS        
|DECEMBER 31, 2010 (RESTATED) AND 2009

|NOTE 6 - | NOTES PAYABLE TO STOCKHOLDERS (CONTINUED)
|-------- | -----------------------------------------

interest to $14,833 from inception,
  May 9, 2005 to December 31, 2010. Other interest expense of $830 brought the
  total interest reported since inception to $15,663 as of December 31, 2010.
  Because the related-party notes are due on demand they are reported as current
  liabilities. As of December 31, 2010 and 2009, the Company owed $102,010 and
  $83,692, respectively, to the stockholder.

|NOTE 7 - | FOREIGN CURRENCY TRANSLATION
|-------- | ----------------------------

As restated, the Company has identified
  Canadian Dollars, CAD, as its functional currency. Transactions denominated
  in CAD are revalued to the United States dollar equivalent, USD, as of the transaction
  date. CAD-denominated assets and liabilities are revalued to USD as of December
  31, 2010. The ($1,934) effect of change in exchange rates, for assets and liabilities,
  from the transaction dates to December 31, 2010 is reported as Other Comprehensive
  Income (Loss).

|NOTE 8 - | GOING CONCERN
|-------- | -------------

The accompanying financial statements
  have been prepared in accordance with accounting principles generally accepted
  in the United States of America, which contemplates continuation of the Company
  as a going concern. The Company has incurred an operating deficit since its
  inception, is in the exploration stage and has no recurring revenues. These
  items raise substantial doubt about the Companys ability to continue as
  a going concern.

In view of these matters, realization
  of the assets of the Company is dependent upon its ability to meet its financial
  requirements through equity financing and future operations. These financial
  statements do not include adjustments relating to the recoverability and classification
  of asset amounts and classification of liabilities that might be necessary should
  the Company be unable to continue.

|NOTE 9 - | SUBSEQUENT EVENTS
|-------- | -----------------

The Company has evaluated events from
  December 31, 2010 through the date the financial statements were issued and
  has the following item to disclose:

Michael Upham resigned as the Companys
  President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary,
  and director and on March 30, 2011 was replaced by Maria Peralta as the Companys
  President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary,
  and director. Concurrently with such change, Michael Upham assigned the related
  party notes payable to him to Ms. Peralta.

F-13

---

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

There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure during the two fiscal years and interim periods, including the
interim period up through the date the relationship ended.

Item 9A. Controls and Procedures

Evaluation of Our Disclosure Controls and Internal
Control

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and communicated to our management, including our chief executive
officer and chief financial officer (also our principal executive officer,
principal financial officer and principal accounting officer) to allow for
timely decisions regarding required disclosure. In designing and evaluating our
disclosure controls and procedures, our management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and our
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

As of December 31, 2010, the end of our fiscal year covered by
this report, we carried out an evaluation, under the supervision and with the
participation of our chief executive officer and chief financial officer (also
our principal executive officer, principal financial officer and principal
accounting officer), of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our chief executive
officer and chief financial officer (also our principal executive officer,
principal financial officer and principal accounting officer) concluded that our
disclosure controls and procedures were effective as of the end of the period
covered by this annual report in providing reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with US generally accepted accounting
principles.

Managements Annual Report on Internal Control Over
Financial Reporting.

As of December 31, 2010, management assessed the effectiveness
of our internal control over financial reporting. Our management is responsible
for establishing and maintaining adequate internal control over financial
reporting for our company. Internal control over financial reporting is a set of
processes designed by, or under the supervision of our chief executive officer
and chief financial officer, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with GAAP and includes those policies and
procedures that:

- Pertain to the maintenance of records that in reasonable detail accurately
  and fairly reflect our transactions and dispositions of our assets;
- Provide reasonable assurance our transactions are recorded as necessary to
  permit preparation of our financial statements in accordance with GAAP, and
  that receipts and expenditures are being made only in accordance with
  authorizations of our management and directors; and
- Provide reasonable assurance regarding prevention or timely detection of
  unauthorized acquisition, use or disposition of our assets that could have a
  material effect on the financial statements.

13

---

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Therefore, even
those systems determined to be effective can provide only reasonable assurance
of achieving their control objectives. In evaluating the effectiveness of our
internal control over financial reporting, our management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control  Integrated Framework. Based on that evaluation,
they concluded that, as of December 31, 2010, a material weakness exists in the
Companys internal control procedures, in that one individual who, as an officer
and director of the Company, has sole access and authority to receive cash and
make cash disbursements. However, management believes that this material
weakness did not have an effect on our financial results.

This annual report does not include an attestation report of
our registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only managements report in this
annual report.

Officers Certifications

Appearing as exhibits to this annual report are
Certifications of our chief executive officer and chief financial officer. The
Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of
2002 (the Section 302 Certifications). This section of the annual report
contains information concerning the controls evaluation referred to in the
Section 302 Certification. This information should be read in conjunction with
the Section 302 Certifications for a more complete understanding of the topics
presented.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the year ended December 31, 2010 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

Item 9B.   Other Information

On March 30, 2011, we received a resignation from Michael Upham
as our president, chief executive officer, chief financial officer, treasurer,
secretary and director. Mr. Uphams resignation was not due to any disagreement
with us. Consequently, on March 30, 2011, Ms. Maria Peralta was appointed to act
as our president, chief executive officer, chief financial officer, treasurer,
secretary and director.

As of March 30, 2011, our board of directors now consists of
Maria Peralta.

PART III

Item 10. Directors, Executive Officers and Corporate
Governance

All directors of our company hold office until the next annual
meeting of the security holders or until their successors have been elected and
qualified. The officers of our company are appointed by our board of directors
and hold office until their death, resignation or removal from office. Our
directors and executive officers, their ages, positions held, and duration as
such, are as follows:

14

---

Name
    Age
    Position
    Date of Election or AppointmentMichael Upham (1)
    54
    Former President, Secretary, Treasurer, Chief
      Executive
    May 9, 2005 and July 9, 2008Officer, Chief Financial Officer, Chief Accounting
      Officer, Director
    to March 30, 2011Maria Peralta (2)
    55
    President, Secretary, Treasurer, Chief Executive
      Officer,
    March 30, 2011Chief Financial Officer, Chief Accounting Officer,
      Director


| | (1) | On March 30, 2011 Michael Upham resigned as our
      president, chief executive officer, chief financial officer, treasurer,
      secretary and director.     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                 
| | (2) | On March 30, 2011 Maria Peralta was appointed as our
      president, chief executive officer, chief financial officer, treasurer,
      secretary and director.

Michael Upham has been our secretary, treasurer, chief
financial officer and chief accounting officer since inception and became
president and chief executive officer on July 9, 2008. Mr. Upham was also a
director of Beeston Enterprises Ltd., a developing company in the health service
industry, from September 1999 to May 2005. Mr. Upham has been in the retail
sales and marketing sector for over 35 years. He was manager of Jack Frasers, a
Canadian mens clothing chain, having worked his way up to a management level
during his term with the company from 1971 to 1977. In 1978, Mr. Upham joined
the sales staff at Finns Clothiers, where he worked as senior sales
representative until 1985. In 1986, he became district sales manager for Playtex
Canada Ltd. Mr. Upham left Playtex Canada Ltd. in 1996 to become district sales
manager for Imperial Tobacco Company Limited, a position he held until his
retirement in 2009. Mr. Upham resigned as our president, chief executive
officer, chief financial officer, treasurer, secretary and director on March 30,
2011.

Maria Peralta was appointed as our president, secretary,
treasurer, chief executive officer, chief financial officer and chief accounting
officer on March 30, 2011. Ms. Peralta is a graduate of the Institute of Geology
National Autonomous University of Mexico (UNAM) in Mexico City, Mexico. She has
been involved with numerous exploration projects in Mexico and South America. We
appointed Ms. Peralta as our officer and director, due to her experience with
mineral exploration projects.

Family Relationships

There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.

Significant Employees

We have no significant employees other than the officers and
directors described above, whose time and efforts are being provided to our
company without compensation.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past five
years:

1.        A petition under
the Federal bankruptcy laws or any state insolvency law was filed by or against,
or a receiver, fiscal agent or similar officer was appointed by a court for the
business or property of such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing;

15

---

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

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

| | i.   | Acting as a futures commission merchant, introducing
      broker, commodity trading advisor, commodity pool operator, floor broker,
      leverage transaction merchant, any other person regulated by the Commodity
      Futures Trading Commission, or an associated person of any of the
      foregoing, or as an investment adviser, underwriter, broker or dealer in
      securities, or as an affiliated person, director or employee of any
      investment company, bank, savings and loan association or insurance
      company, or engaging in or continuing any conduct or practice in
      connection with such activity
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ii.  | Engaging in any type of business practice; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | iii. | Engaging in any activity in connection with the purchase
      or sale of any security or commodity or in connection with any violation
      of Federal or State securities laws or Federal commodities
  laws;                                                                                                                                                                                                                                                                                                                                                                                                                           

4.        Such person was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph (f)(3)(i) of this section, or to be
associated with persons engaged in any such activity;

5.        Such person was
found by a court of competent jurisdiction in a civil action or by the
Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;

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

7.        Such person was
the subject of, or a party to, any Federal or State judicial or administrative
order, judgment, decree, or finding, not subsequently reversed, suspended or
vacated, relating to an alleged violation of:

| | i.   | Any Federal or State securities or commodities law or
      regulation; or                                                                                                                                                                                                                                                
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                           
| | ii.  | Any law or regulation respecting financial institutions
      or insurance companies including, but not limited to, a temporary or
      permanent injunction, order of disgorgement or restitution, civil money
      penalty or temporary or permanent cease-and-desist order, or removal or
      prohibition order; or
| |      |                                                                                                                                                                                                                                                                                                                           
| | iii. | Any law or regulation prohibiting mail or wire fraud or
      fraud in connection with any business entity; or                                                                                                                                                                                                            

8.        Such person was
the subject of, or a party to, any sanction or order, not subsequently reversed,
suspended or vacated, of any self-regulatory organization (as defined in Section
3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as
defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))),
or any equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a member.

16

---

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

We are not aware of a director or officer who is delinquent in
their reporting under Section 16(a) of the Exchange Act.

Code of Ethics

We have not adopted a code of ethics at this time.

Board and Committee Meetings

Our board of directors held no formal meetings during the year
ended December 31, 2010. All proceedings of the board of directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to the Nevada General Corporate Law and our
Bylaws, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.

Nomination Process

As of December 31, 2010, we did not effect any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.

Audit Committee

We do not have an audit committee. Our board of directors
performs the function of an audit committee. Section 10A(i) of the Securities
Exchange Act of 1934, as amended, prohibits our auditors from performing audit
services for us as well as any services not considered to be audit services
unless such services are pre-approved by our audit committee or, in cases where
no such committee exists, by our board of directors (in lieu of an audit
committee) or unless the services meet certain de minimis standards.

Item 11.    Executive Compensation

The table below summarizes all compensation awarded to, earned
by, or paid to our current executive officers for each of the last three
completed fiscal years.

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|          |            | Annual
      Compensation | Long Term
      Compensation
|--------- | ---------- | ------------------------- | ----------------------------
|          |            |                           |                             
|          |            |                           | Salary                      
|          |            |                           |                             
|Name      | Title      | Year                      | ($)                         
|Michael   | President  |                           |                             
|Upham (1) | Secretary, |                           |                             
|          | Treasurer, |                           |                             
|          | CEO        | 2008                      | -                           
|          | CFO CAO,   | 2009                      | -                           
|          | Director   | 2010                      | -                           

(1)    On
March 30, 2011 Michael Upham resigned as our president, chief executive officer,
chief financial officer, treasurer, secretary and director.

Compensation to Directors

Our directors did not receive any compensation for their services
  as director during the year ended December 31, 2010.

Summary of Options Grants

We did not grant any stock options to any executive officer or
director during the year ended December 31, 2010.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

Item 12.    Security Ownership of Certain Beneficial
  Owners and Management and Related StockholderMatters

As of December 31, 2010, we had no compensation plans in effect
  under which equity securities are authorized for issuance.

Following is a table showing security ownership of certain
beneficial owners, as well as management of our company. Unless otherwise noted,
each shareholder is the direct owner of his or her shares.

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Title of Class
    Name and Address of Beneficial
      Owner
    Amount and Nature ofBeneficial
      Ownership
    Percent of ClassCommon
    Michael Upham (1)87 Cranleigh Green S.E. Calgary, Alberta, Canada T3M 1J2
    300,000
    8.95%Common
    Officer and Director as a Group
      (1)
    300,000
    8.95%


(1)    On
March 30, 2011 Michael Upham resigned as our president, chief executive officer,
chief financial officer, treasurer, secretary and director.

There are currently no authorization plans in effect.

Item 13.    Certain Relationships and Related
  Transactions, and Director Independence

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended December 31, 2010, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year-end for
the last three completed fiscal years.

Director Independence

As at the year ended December 31, 2010 we had one director,
consisting of Michael Upham. We determined that our director was not an
independent director as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have an audit committee. We currently do not have
nominating, compensation committees or committees performing similar functions.
There has not been any defined policy or procedure requirements for shareholders
to submit recommendations or nomination for directors.

From inception to present date, we believe that the board of
directors has been capable of analyzing and evaluating our financial statements
and understanding internal controls and procedures for financial reporting.

Item 14.    Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed
fiscal year ended December 31, 2010 and for fiscal year ended December 31, 2009
for professional services rendered by the principal accountant for the audit of
our annual financial statements and review of the financial statements included
in our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

19

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Year EndedFiscal Year Ended
      
      
      Fiscal Year EndedFee Category
      
      December 31, 2010
      
      
      December 31, 2009Audit Fees (1)
      $
      9,500
      
      $
      10,000Audit Related Fees (2)
      
      0
      
      
      0Tax Fees (3)
      
      0
      
      
      0All Other Fees
      
      0
      
      
      0Total (4)
      $
      9,500
      
      $
      10,000


| | (1) | Audit fees consist of fees incurred for professional
      services rendered for the audit of our financial statements, for reviews
      of our interim financial statements included in our quarterly reports on
      Form 10-Q and for services that are normally provided in connection with
      statutory or regulatory filings or engagements.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                        
| | (2) | Audit-related fees consist of fees billed for
      professional services that are reasonably related to the performance of
      the audit or review of our financial statements, but are not reported
      under Audit fees.                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                        
| | (3) | Tax fees consist of fees billed for professional services
      relating to tax compliance, tax planning, and tax advice.                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                        
| | (4) | All other fees consist of fees billed for all other
      services.                                                                                                                                                                                                                                                                                    

Audit Committees Pre-Approval Practice.

We do not have an audit committee. Our board of directors
performs the function of an audit committee. Section 10A(i) of the Securities
Exchange Act of 1934, as amended, prohibits our auditors from performing audit
services for us as well as any services not considered to be audit services
unless such services are pre-approved by our audit committee or, in cases where
no such committee exists, by our board of directors (in lieu of an audit
committee) or unless the services meet certain de minimis standards.

PART IV

Item 15.    Exhibits, Financial Statement and
  Schedules

| | (a) | Financial Statements
| | --- | --------------------
| |     |                     
| |     | (i)                 
| |     |                     
| |     | (ii)                

20

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| | (b) | Exhibits
| | --- | --------

|Exhibit No. | Description                                                                                                                      
|----------- | ---------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                  
|(3)         | (i) Articles
    of Incorporation; and (ii) Bylaws                                                                               
|            |                                                                                                                                  
|3.1         | Articles of Incorporation
        (incorporated by reference to our current report on Form SB-2 filed on
    October 20, 2006)   
|            |                                                                                                                                  
|3.2         | Bylaws (incorporated
        by reference to our current report on Form SB-2 filed on October 20, 2006)                          
|            |                                                                                                                                  
|3.3         | Amendment to
        Bylaws (incorporated by reference to our current report on Form SB-2 filed
    on October 20, 2006)         
|            |                                                                                                                                  
|(31)        | Rule 13a-14(a)/15d-14(a)
    Certification                                                                                       
|            |                                                                                                                                  
|31.1*       | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive
    Officer and Chief Financial Officer
|            |                                                                                                                                  
|(32)        | Section 1350
    Certification                                                                                                   
|            |                                                                                                                                  
|32.1*       | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive
    Officer and Chief Financial Officer

* Filed herewith.

21

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                     | OKANA VENTURES, INC.                                   
|-------------------- | -------------------------------------------------------
|                     | (Registrant)                                           
|                     |                                                        
|Dated: June 28, 2011 | /s/Maria Peralta                                       
|                     | Maria Peralta                                          
|                     | President, Chief Executive Officer, Chief              
|                     | Financial Officer, Treasurer, Secretary and            
|                     | Director                                               
|                     | (Principal Executive Officer, Principal
      Financial
|                     | Officer and Principal Accounting Officer)              

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

|Dated: June 28, 2011 | /s/Maria Peralta                                       
|-------------------- | -------------------------------------------------------
|                     | Maria Peralta                                          
|                     | President, Chief Executive Officer, Chief              
|                     | Financial Officer, Treasurer, Secretary and            
|                     | Director                                               
|                     | (Principal Executive Officer, Principal
      Financial
|                     | Officer and Principal Accounting Officer)              

22

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