U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM
10-K  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF1934  FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2008  OKANA
VENTURES, INC. ---------------------------- (Name of
Registrant in its charter)  Nevada
333-138146
20-2881151State or other jurisdiction of incorporation
Commission File Number
IRS Identification No.  918
16TH Avenue, #159 Calgary,
Alberta Canada,
T2M 0K3 (403)
775 - 7643 (Address
and telephone number of principal executive offices)  Nevada
Corporate Headquarters, Inc. #700 
101 Convention Center Drive Las
Vegas, Nevada 89109 (702)
873-3488 (Name,
address and telephone numbers of agent for service)   Securities registered
under Section 12(b) of the Act:  Title
of Class: Common
Stock  Securities registered
under Section 12(g) of the Act:  None  Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act.      [  ]  Yes    [X]
 No  Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Exchange
Act.     [  ]    Indicate by check mark whether the registrant (1) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the 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 past 90 days.     Yes [X] No
[_]  Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained, 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 the definitions of the large accelerated filer, accelerated filer,
and smaller reporting company in Rule 12b-2 of the Exchange Act.
  (Check one): Large
Accelerated Filer [  ] Accelerated
Filer [  ] Non-Accelerated
Filer [  ] Smaller
reporting company [X] (Do
not check if a smaller reporting company) Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).  [X ] Yes     [
 ] No    State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity as of
December 31, 2008:   The Companys common stock is not currently
traded.  Number
of shares of common stock, $0.0001 par value per share, of the registrant
outstanding as of December 31, 2008: 3,350,000  DOCUMENTS INCORPORATED BY REFERENCE No
documents are incorporated herein by reference.    PART I. ITEM 1.
 BUSINESS  Okana
Ventures, Inc. (Okana or the Company) 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 Okana.
  This property is located in British Columbia, Canada, and consists
of three (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.  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, who plans to
devote only eight hours per week to our operations.  The
Companys common stock has been assigned the ticker symbol OKVN and has been
approved for trading on the Over-The-Counter Bulletin Board (OTCBB).
 However, no trading market has developed.  Our
business address is #159-918 16TH Avenue, Calgary, Alberta, Canada
T2M 0K3 and our telephone number is (403) 873-3488.  Our registered
statutory office is located at #700101 Convention Center Drive, Las Vegas,
Nevada 89109.  Our fiscal year end is December 31.  Our mailing
address is #159-918 16TH Avenue, Calgary, Alberta, Canada T2M
0K3.  ITEM
1A.  RISK FACTORS  Not applicable.   ITEM
1B.  UNRESOLVED STAFF COMMENTS  None.  ITEM 2.
 PROPERTIES  On May
27, 2005, we entered into an agreement (Mineral Purchase Agreement) to
purchase a mineral property, known as the Westmoreland Property, comprising
three (3) mining claims located in British Columbia, Canada, from Roger William
MacInnis and Warner Gruenwald, jointly, both of whom are non-affiliated third
parties.  The purchase price for the Westmoreland Property was CAD $40,000
and was payable in staged payments to Messrs. MacInnis and Gruenwald consisting
of:  CAD $5,000 on signing, CAD $5,000 one year from signing, CAD $10,000
two years after signing, all of which payments were made, and a final payment on
the third anniversary of signing of CAD $20,000.  In addition, we were
required to make property exploration expenditures of CAD $60,000 over a four
year period, with CAD $30,000 of exploration expenditures to be performed by the
second anniversary date.  We could have, in our sole discretion, paid cash
to Messrs. MacInnis and Gruenwald in lieu of performing part or all of the CAD
$60,000 exploration expenditures.  We were also required to pay a royalty
of 2% on all mineral commodities sold from the claim.  This royalty could
be reduced to 1% at any time upon payment of CAD $500,000.  In the event we
defaulted in making any cash payments or exploration expenditures as required
under the Mineral Purchase Agreement, and such default continues for 30 days
after notice to Okana, or if Okana has given the vendors 30 days notice of its
intention to terminate the Mineral Purchase Agreement, the mineral property
would revert back to the vendors.  On
March 29, 2006, we paid a CAD $3,180 maintenance fee to the Government of
British Columbia on the mineral property.  This payment was made in order
to maintain the mineral property in good standing until we were able to perform
exploration work on the mining property that could be credited toward future
required maintenance fees.  This payment also qualified as an exploration
expenditure on the Westmoreland Property under the terms of the Mineral Purchase
Agreement.  In
January 2007, we acquired an additional mineral claim of approximately 185
hectares that was adjacent to the Westmoreland Property.  This additional
mineral claim became available and was staked by Mr. Gruenwald, who, under the
terms of our original agreement to purchase the Westmoreland Property, was
required to transfer, without charge, any mineral claim acquired subsequent to
the agreement, and within 10 kilometers of the Westmoreland Property, to the
Company.  In
October 2006, a small work program of CAD $4,980 was carried out on the
Westmoreland Property, and an assessment report was filed for this exploration
work with the Government of British Columbia in January 2007.  This
assessment work was credited toward maintenance fees on all of these mineral
properties.  As a result, all of the mineral properties were in good
standing until October 31, 2008.  A further work program of CAD $22,306 was
carried out on the mineral properties in the summer of 2007.  Based on the
results of this exploration, management decided not to proceed with any further
exploration on these mining properties.  In April, 2008 the   Company 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.  The Company
has no further liability in relation to these mining properties.  The
Company is currently searching for a mining property in its early stage of
development upon which it can carry out exploration for the purpose of
determining it economic viability.  Investment Policies.  There are no restrictions
or limitations on the percentage of assets which the 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  The Company is not
involved in any legal proceedings.  ITEM 4.
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  There were no matters
submitted to a vote of security holders.  PART
II.  ITEM 5.  MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES  The Companys common
stock does not currently trade on any exchange.  At the
present time, there are no assets available for the payment of dividends.
 The Company does not anticipate paying any dividends in the next twelve
months.  The
Companys 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 the Board of Directors of the
Company; (b) are entitled to share ratably in all of the assets of the Company
available for distribution upon winding up of the affairs of the 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 the Company, and any amendments thereto, attached as exhibits to the
Companys previously filed SB-2.  As of December 31, 2008, the Company had
3,350,000 shares of common stock outstanding.    Non-Cumulative
Voting.  The
common stockholders of the 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 the Company's directors.  Share Purchase
Warrants  At December 31, 2008,
no share purchase warrants were outstanding.  Share Purchase
Options  At December 31, 2008,
there were no share purchase options outstanding.  Dividends.  The
Company does not currently intend to pay cash dividends.  The Company's
proposed dividend policy is to make distributions of its revenues to its
stockholders when the Company's Board of Directors deems such distributions
appropriate.  Because the Company does 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 the Company.
 A distribution of revenues will be made only when, in the judgment of the
Company's Board of Directors, it is in the best interest of the Company's
stockholders to do so.  The 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 the company's internal management, plus the tax consequences
and the market effects of an initial or broader distribution of such
securities.  Transfer Agent.  The registrar and
stock transfer agent of the Company is Island Stock Transfer, of Suite 104N, 100
Second Avenue South, St. Petersburg, Florida, 33701, effective September 21,
2007.  ITEM 6.
 SELECTED FINANCIAL DATA  Not applicable  ITEM 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.  We are
a start-up, exploration stage corporation and have not yet generated or realized
any revenues from our business operations.    Our auditors have issued a going concern opinion.  This
raises 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 ($48,650 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 the Company 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.  The Company
has 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.  We are not going to buy or sell any plant or
significant equipment during the next twelve months.  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 can not
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.  Liquidity and Capital Resources  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.  We have
discussed this matter with our officers and directors, and Mr. Upham, one of our
directors and our President, has agreed to advance funds as needed to maintain
our operations until such time as we are able to raise additional funding for
the purpose of acquiring a right or interest in or to a mining property and
carrying out exploration work thereon.  There are no written agreements
covering these loans, and the loans are payable on demand without interest.
 Mr. Upham has advanced $48,650 to date.  At the present time, we are
still attempting to raise additional funding either by additional debt or equity
financing.  Other than as described in this paragraph, we have no other
immediate financing plans.  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.  Mr. Upham, a
director of our Company, has provided us with various loans totaling $48,650 for
legal fees, audit fees, mineral property acquisition and working capital.
 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.  ITEM 8.
 FINANCIAL STATEMENTS  Included herewith are
the following financial statements:                OKANA
VENTURES, INC. (AN EXPLORATION STAGE COMPANY) AUDITED FINANCIAL STATEMENTS DECEMBER 31, 2008 AND 2007  AND
FOR THE PERIOD OF MAY 9, 2005 (INCEPTION) TO DECEMBER 31, 2008


OKANA
VENTURES, INC. (AN EXPLORATION STAGE COMPANY) INDEX
TO AUDITED FINANCIAL STATEMENTS  FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007 AND
THE PERIOD OF MAY 9, 2005 TO DECEMBER 31, 2008 Page(s)  Report
of Independent Registered Public Accounting Firm
                                     
  1  Balance
Sheets as of December 31, 2008 and 2007 2   Statements
of Operations and Comprehensive Loss for the Years Ended
December 31, 2008 and 2007 with Cumulative Totals Since
Inception 3  Statement
of Changes in Stockholders Deficit for the Period May 9, 2005
(Inception) to December 31, 2008 4  Statements
of Cash Flows for the Years Ended December 31, 2008  and
2007 with Cumulative Totals Since Inception 5   Notes
to Financial Statements 6-12                       [okanaform10kdec312008draf001.jpg]   OKANA VENTURES, INC. (AN
EXPLORATION STAGE COMPANY) BALANCE SHEETS DECEMBER 31, 2008 AND 2007  ASSETSDecember 31,

December 31,2008

2007Current
AssetsCash
and cash equivalents


$
            148

$
               315Prepaid
expenses


-

2,382Total
Current Assets


148

2,697TOTAL
ASSETS


$
            148

$
            2,697LIABILITIES AND STOCKHOLDERS' DEFICITLIABILITIESCurrent
LiabilitiesAccounts
payable


$
         6,130

$
            3,802Notes
payable - stockholder (note 6)


48,650

34,555Total
Current Liabilities


54,780

38,357Total
Liabilities


54,780

38,357STOCKHOLDERS'
DEFICITCommon
stock, par value $.0001, 100,000,000 shares authorized and3,350,000
issued and outstanding


335

335Additional
paid-in capital


71,789

69,260Cumulative
other comprehensive gain or (loss)


1,923

(1,111)Deficit
accumulated during the pre-exploration and exploration stages


(128,679)

(104,144)Total
Stockholders' Deficit


(54,632)

(35,660)TOTAL
LIABILITIES AND STOCKHOLDERS' DEFICIT


$
            148

$
            2,697   The
accompanying notes are an integral part of these financial statements.  2   OKANA VENTURES, INC. (AN
EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007 (WITH CUMULATIVE TOTALS SINCE INCEPTION)  Year ending


Cumulative TotalFrom Inception,December 31,


May 9, 2005, to2008
2007


December 31, 2008INCOME

$
              -
$
                 -


$
                          -OPERATING
EXPENSESOrganizational
expenses

-
-


1,097Speculative
mining expenses

116
36,263


47,540Consulting

1,200
-


1,200Professional
fees

19,825
15,684


48,217Administrative
expenses

7,717
21,608


32,164Taxes
and licenses

-
-


175Total
Operating Expenses

28,858
73,555


130,393OTHER INCOME
AND (EXPENSE)Miscellaneous
consulting income

7,224
-


7,224Interest,
net

(2,901)
(1,678)


(5,510)Total
Other Income and (Expense)

4,323
(1,678)


1,714NET LOSS
APPLICABLE TO COMMON SHARES

$
   (24,535)
$
      (75,233)


$
              (128,679)Foreign
currency translation adjustment

3,034
(635)


1,923COMPREHENSIVE
LOSS

$
   (21,501)
$
      (75,868)


$
              (126,756)NET LOSS PER
BASIC AND DILUTED SHARES

$
       (0.01)
$
          (0.04)WEIGHTED
AVERAGE NUMBER OF COMMONSHARES
OUTSTANDING

3,350,000
2,110,274   The
accompanying notes are an integral part of these financial statements.  3


OKANA VENTURES, INC. (AN
EXPLORATION STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT FROM
MAY 9, 2005 (INCEPTION) TO DECEMBER 31, 2008  Common
Stock
Additional
Deficit accumulated
Other
Stockholders'Shares

Amount
Paid-in Capital
during the pre--
Comprehensive
Deficitexploration stage
Gain or LossMay 9, 2005 (Inception)


$
$
$
$
$Issuance of common stock for cash,May 10, 2005
75,000

8
1,492
-
-
1,500Interest - related party (note 6)
-

-
181
-
-
181Net loss
-

-
-
(6,144)
-
(6,144)Cumulative currency translation adjustment
-

-
-
-
(342)
(342)Balance, December 31,
2005
75,000

8
1,673
(6,144)
(342)
(4,805)Issuance of common stock for cash,July 31, 2006
775,000

77
15,423
-
-
15,500Interest- related party (note 6)
-

-
751
-
-
751Net loss
-

-
-
(22,767)
-
(22,767)Cumulative currency translation adjustment
-

-
-
-
(134)
(134)Balance, December 31,
2006
850,000

85
17,847
(28,911)
(476)
(11,455)Issuance of common stock for cash,June, 2007
2,500,000

250
49,750
-
-
50,000Interest - related party (note 6)
-


1,663
-
-
1,663Net loss
-

-
-
(75,233)
-
(75,233)Cumulative currency translation adjustment
-

-
-
-
(635)
(635)Balance, December 31,
2007
3,350,000

335
69,260
(104,144)
(1,111)
(35,660)Interest - related party (note 6)
-


2,529
-
-
2,529Net loss
-

-
-
(24,535)
-
(24,535)Cumulative currency translation adjustment
-

-
-
-
3,034
3,034Balance, December 31,
2008
3,350,000

$
                     335
$
               71,789
$
                 (128,679)
$
                  1,923
$
            (54,632)   The
accompanying notes are an integral part of these financial statements  4


OKANA VENTURES, INC. (AN
EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007  (WITH
CUMULATIVE TOTALS SINCE INCEPTION)  Year Ending

Year Ending

Cumulative Total FromDecember 31,

December 31,

Inception, May 9,
20052008

2007

to December 31, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
                (24,535)

$
                  (75,233)

$
                       (128,679)Adjustments to
reconcile net loss to net cashused in
operating activities:Interest
expense - related party

2,529

1,663

5,124Changes in operating assets and
liabilities(Increase) or
Decrease in prepaid expenses

2,382

(239)

-Increase in
accounts payable

2,328

2,466

6,130Net cash used in
operating activities

(17,296)

(71,343)

(117,425)CASH FLOWS FROM INVESTING ACTIVITES-

-

-CASH FLOWS FROM FINANCING ACTIVITESProceeds from notes
payable to stockholders

15,923

19,950

50,478Repayments of notes
payable to stockholders



(2,500)Sale of common stock

-

50,000

67,000Net
cash provided by financing activities

15,923

67,450

117,478EFFECT OF FOREIGN CURRENCYTRANSLATION ADJUSTMENT

1,206

(635)

95NET INCREASE (DECREASE) INCASH AND CASH
EQUIVALENTS

(167)

(4,528)

148CASH AND CASH EQUIVALENTS -BEGINNING OF
PERIOD

315

4,843

-CASH AND CASH EQUIVALENTS -END OF PERIOD

$
                       148

$
                        315

$
                                148SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for
interest

$
                          -

$
                           -

$
                                   -Cash paid for
taxes

$
                          -

$
                           -

$
                                   -   The
accompanying notes are an integral part of these financial statements.  5     OKANA
VENTURES, INC. (AN EXPLORATION STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS DECEMBER 31, 2008  NOTE
1- ORGANIZATION
AND BASIS OF PRESENTATION  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 Statement of Financial Accounting Standards (SFAS) No. 7,
Accounting and Reporting by Development Stage Enterprises 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.  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
$148 and $315 in cash and cash equivalents as of December 31, 2008 and 2007,
respectively.  Start-up Costs  In accordance with the American Institute of Certified Public
Accountants Statement of Position 98-5, Reporting on the Costs of 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.  6      OKANA
VENTURES, INC. (AN EXPLORATION STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS DECEMBER 31, 2008  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Net
Income or (Loss) Per Share of Common Stock  The
following table sets forth the computation of basic and diluted earnings per share:  YEARS
ENDEDDECEMBER
31,2008

2007Net income
(loss)

$   (24,535)

$   (75,233)Weighted average
commonshares
outstanding (Basic)
3,350,000

2,110,274Options

-

-Warrants

-

-Weighted average
commonshares
outstanding (Diluted)
3,350,000

2,110,274Net
loss per share(Basic
and diluted)
$       (0.01)

$
      (0.04)  The
Company has no potentially dilutive securities, such as options or warrants,
currently issued and outstanding.  Recent
Accounting Pronouncements  In May of 2008, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 163,
Accounting for Financial Guarantee Insurance  an interpretation of FASB
Statement No. 60, Accounting and Reporting by Insurance Enterprises.This statement requires that an insurance enterprise recognize a claim
liability prior to an event of default (insured event) when there is evidence
that credit deterioration has occurred in an insured financial obligation.
 This statement also clarifies how Statement 60 applies to financial
guarantee insurance contracts.  This statement is effective for fiscal
years beginning after December 15, 2008.  This statement has no effect on
the Companys financial reporting at this time.  In May of 2008, the FASB issued Statement No. 162, The
Hierarchy of Generally Accepted Accounting Principles.This statement
identifies literature established by the FASB as the source for accounting
principles to be applied by entities which prepare financial statements
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  This statement is effective 60 days following approval
by the SEC of the Public Company.  7     OKANA
VENTURES, INC. (AN
EXPLORATION STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS DECEMBER 31, 2008  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles.This statement will require no changes in the Companys
financial reporting practices.  In March of 2008 FASB issued Statement of Financial Accounting
Standards (SFAS) No. 161, Disclosures about Derivative Instruments and
Hedging Activitiesan amendment of FASB Statement No. 133, Accounting
for Derivatives and Hedging Activities.  SFAS No. 161 has the same
scope as Statement No. 133 but requires enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how derivative instruments and
related hedged items are accounted for under Statement No. 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entitys financial position, financial performance, and cash flows.
 SFAS No. 161 is effective for financial statements issued for fiscal years
and interim periods beginning after November 15, 2008, with early application
encouraged.  The statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.  SFAS No. 161 has no
effect on the Companys financial position, statements of operations, or cash
flows at this time.  In December, 2007, the FASB issued SFAS No. 160,
Non-controlling interests in Consolidated Financial Statements, an amendment
of ARB No. 51.   SFAS No. 160 applies to for-profit entities
that prepare consolidated financial statements where there is an outstanding
non-controlling interest in a subsidiary.  The Statement requires that the
non-controlling interest be reported in the equity section of the consolidated
balance sheet but identified separately from the parent.  The amount of
consolidated net income attributed to the non-controlling interest is required
to be presented, clearly labeled for the parent and the non-controlling entity,
on the face of the consolidated statement of income.  When a subsidiary is
de-consolidated, any retained non-controlling interest is to be measured at fair
value.  Gain or loss on de-consolidation is recognized rather than carried
as the value of the retained investment.  The Statement is effective for
fiscal years and interim periods beginning on or after December 15, 2008.
 It cannot be adopted earlier but, once adopted, is to be applied
retroactively.  This pronouncement has no effect on this Companys
financial reporting at this time.  8     OKANA
VENTURES, INC. (AN EXPLORATION STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS DECEMBER 31, 2008  NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)  Recent
Accounting Pronouncements (Continued)  Also in December 2007, the FASB issued SFAS No. 141R, Business
Combinations(SFAS No. 141R).  SFAS No. 141R amends SFAS 141 and
provides revised guidance for recognizing and measuring identifiable assets and
goodwill acquired, liabilities assumed, and any non-controlling interest in the
acquiree.  It also provides disclosure requirements to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination.  It is effective for fiscal years beginning on or
after December 15, 2008 and will be applied prospectively.  SFAS No. 141R
has no effect on the Companys financial reporting.  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 probable reserves, the costs incurred to
develop such property are capitalized.  Such costs 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 SFAS No. 109 to give effect to the temporary
differences which may 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, 2008 of
approximately $128,679 will begin to expire in 2025.  Accordingly, deferred
tax assets of approximately $45,038 were offset by the valuation allowance.
 For the year ended December 31, 2008 the allowance increased by
approximately $8,588.   9      OKANA
VENTURES, INC. (AN
EXPLORATION STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS DECEMBER 31, 2008   NOTE
3- PROVISION
FOR INCOME TAXES (CONTINUED)  The Company adopted the provisions of FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes, on January 1, 2007.  As a result
of the implementation of Interpretation 48, the Company recognized approximately
no increase in the liability for unrecognized tax benefits.  The Company has no tax positions at December 31, 2007 and 2008 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 related to unrecognized
tax benefits in interest expense and penalties in operating expenses.
 During the years ended December 31, 2007 and 2008, the Company recognized
no interest and penalties.  The Company had no accruals for interest and
penalties at December 31, 2007 and 2008.   NOTE
4 - STOCKHOLDERS
DEFICIT  Common
Stock  As of December 31, 2008 the Company has 100,000,000 shares of
common stock 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.  The $126,756 comprehensive loss as of December 31, 2008, less the
$67,000 cash received for stock and the $5,124 imputed interest on loans from
stockholders yields a stockholders deficit of $54,632.   10      OKANA
VENTURES, INC. (AN EXPLORATION STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS DECEMBER 31, 2008  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 purchase or exploration of those mineral claims.
 The Company plans to evaluate other properties for future acquisition and
exploration.  During the year ended December 31, 2008 the Company made no
payments on the property, leaving total property payments made during the period
of May 9, 2005 (inception) to December 31, 2008 at $20,000 CAD, recorded as
$17,818 USD.  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.  11     OKANA
VENTURES, INC. (AN EXPLORATION STAGE COMPANY) NOTES
TO FINANCIAL STATEMENTS DECEMBER 31, 2008   NOTE
6 - NOTES
PAYABLE TO STOCKHOLDERS  A stockholder regularly advances funds to the Company in exchange
for demand notes at a zero interest rate.  Since the notes have no stated
maturity date, the Company records simple annual interest of 6% on the
outstanding principal.  Interest expense is recorded as an addition to
paid-in capital.  The Company incurred and recorded $2,529 in interest
expense during the year ended December 31, 2008, bringing the total to $5,124
since inception on May 9, 2005.  The notes are due on demand and therefore
reported as current liabilities. As of December 31, 2008 the Company owed
$48,650 to the stockholder.   NOTE
7 - FOREIGN
CURRENCY TRANSLATION  Assets and liabilities denominated in Canadian dollars are
revalued to the United States dollar equivalent as of December 31, 2008.
 The $1,923 effect of change in exchange rates from the transaction dates
to the reporting date is reported as a Cumulative Currency Translation
Adjustment.   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 the Companys ability to meet its financial requirements
through equity financing and the success of future operations.  These
financial statements do not include adjustments relating to the recoverability
and classification of recorded asset amounts and classification of liabilities
that might be necessary should the Company be unable to continue in
existence.      12       ITEM
9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND
FINANCIAL DISCLOSURE  There
have been no disagreements of any kind with the Companys independent
auditors.  ITEM 9AT.
 CONTROLS AND PROCEDURES  Evaluation of Our
Disclosure Controls and Internal Control  Okana
carried out an evaluation of the effectiveness of the Companys disclosure
controls and procedures (as defined by Rule 13-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) under the supervision and with the
participation of Okanas chief executive officer and chief financial officer as
of the end of the period covered by this annual report (the Evaluation Date).
Based on and as of the date of such evaluation, the aforementioned officers have
concluded that Okanas disclosure controls and procedures were effective such
that the information relating to us, including our consolidated subsidiaries,
required to be disclosed in our Securities and Exchange Commission (SEC)
reports was (i) recorded, processed, summarized and reported within the time
periods specified in SEC rules and forms, and (ii) accumulated and communicated
to our management, including our chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required
disclosure.  Managements
Annual Report on Internal Control Over Financial Reporting. As
of December 31, 2008, management assessed the effectiveness of our internal
control over financial reporting.  The Company's management is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company. Internal control over financial reporting is a set of
processes designed by, or under the supervision of, the Company's CEO and
contract CFO, 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 statement.   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, during
the period covered by this report, such internal controls and procedures were
effective to detect the inappropriate application of US GAAP.      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
were no significant changes in Okanas internal controls or in other factors
that could significantly affect these controls during the period covered by this
report.  ITEM 9B.  OTHER
INFORMATION  During
the fourth quarter of the fiscal year ended December 31, 2008, there was no
information required to be reported on Form 8-K which was not previously
reported.  PART
III  ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  The
names, ages, and respective positions of the directors, officers, and
significant employees of the Company are set forth below.  Name
Age
Position
Date of
Election or AppointmentMichael
Upham
53
President,
Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer,
Chief Accounting Officer, Director
5/9/05 and 7/9/08  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 holds to this date.  Mr. Upham is prepared to devote 10% of his
time, or approximately four hours per week, to our operations.      None of
Okanas directors or executive officers have been involved, during the past five
years, in any bankruptcy proceedings, conviction or criminal proceedings; has
not been subject to any order, judgment, or decree, not subsequently reversed or
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking activities; and has
not been found by a court of competent jurisdiction, the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law.  There
are no family relationships between any of the Companys officers and directors.  There
have been no changes in the procedures by which security holders may recommend
nominees to the Companys Board of Directors.  The
Board of Directors does not currently have a standing audit committee.  Significant Employees  Okana
has no significant employees other than the officers and directors described
above, whose time and efforts are being provided to Okana without
compensation.  Compliance with Section 16(a) of the Exchange Act.  The
Company is not aware of a director or officer who is delinquent in their
reporting under Section 16(a) of the Exchange Act.  Code
of Ethics  Okana has not adopted
a code of ethics at this time.  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.      Annual Compensation
Long Term CompensationName
Title
Year
Salary
($)
Bonus
($)
Other Annual Compensation
($)
Restricted Stock
Awarded
(shares)
Options/
SARs
(#)
LTIP
Payouts
($)
All Other
Compensation
($)Michael Upham
President Secretary, Treasurer,
CEO
CFO CAO, Director
2006
2007
2008
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-  Compensation to Directors  Our
directors did not receive any compensation for their services as director during
the year ended December 31, 2008.  Summary of Options Grants  We did
not grant any stock options to any executive officer or director during the year
ended December 31, 2008.  ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS  As of
December 31, 2008, Okana 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 the Company.  Unless otherwise
noted, each shareholder is the direct owner of his or her shares.    Title of
Class
Name and
Address of Beneficial Owner
Amount and
Nature of Beneficial Ownership
Percent of
ClassCommon
Michael
Upham
87 Cranleigh
Green S.E.
Calgary,
Alberta, Canada
T3M 1J2
300,000
8.95Common
Officer and
Director as a Group (1)
300,000
8.95% There are currently
no authorization plans in effect.      ITEM 13.
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.  Other than as set
forth in Item 7, there are no relationships, transactions, or proposed
transactions to which the registrant was or is to be a party, in which any of
the named persons set forth in Item 404 of Regulation S-K had or is to have a
direct or indirect material interest. None of the directors
qualify as independent directors.  ITEM14. PRINCIPAL
ACCOUNTANT FEES AND SERVICES  Audit
Fees.  The aggregate fees
billed to us by our principal accountant for services rendered during the fiscal
years ended December 31, 2008 and 2007 are set forth in the table below:  Fee Category
Fiscal year ended
December 31, 2008
Fiscal year ended
December 31, 2007Audit fees (1)
$9,500
$9,195Audit-related fees (2)
0
0Tax fees (3)
0
0All other fees (4)
0
0Total fees
$9,500
$9,195  (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/QSB 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  Exhibit
No.
Document
Location3.1
Articles of
Incorporation
Previously
Filed3.2
Bylaws
Previously
Filed3.3
Amendment to
Bylaws
Previously
Filed31
Rule
13a-14(a)/15d-14(a) Certifications
Included32
Section 1350
Certifications
Included  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.  Date: March
31, 2009     /s/
Michael Upham  Michael
Upham, President, CEO  In accordance with
the Exchange Act, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.     ***/s/
Michael
Upham***                                                       Date:
     March 31, 2009 Michael
Upham
President,
Secretary, Treasurer, CEO, CFO, Director