UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(x)
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
      1934


For
      the fiscal year ended October 31,
2009





(
      )
            TRANSACTION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the transaction period
      from                                                                
      toCommission
      File
      number                                                      333-156311





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





Nevada
            98-0603540State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employee Identification. No.)





21 Luke Street,
      Vatuwaga,Suva,
      Fiji(Address of
      principal executive offices)
            (Zip
      Code)





Registrant's
      telephone number, and area code    679-331-3255Securities
      registered pursuant to Section 12(b) of the Act:





Title
      of each class
            Name
      of each exchange on which registeredNone
            None





Securities
      registered pursuant to Section 12 (g) of the Act:None(Title
      of Class)





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





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





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the proceeding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).    [   ]
Yes  [    ] No





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






-1-







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large
accelerated
filer   [   ]                                                                                                           Accelerated
filer                     [   ]





Non-accelerated
filer     [   ]  (Do not check
if a small reporting
company)                         
  Small reporting company     
[X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)  Yes
[X]   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 the
last business day of the registrant’s most recent completed second fiscal
quarter.





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





December
31, 2009: 45,500,000 common shares





DOCUMENTS
INCORPORATED BY REFERENCE





Listed
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c)
under the Securities Act of 1933.   The listed documents should
be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 31, 1980).











-2-











TABLE
OF CONTENTS





PART 1
            
            PageITEM
      1.
            Business.
            4ITEM
      1A.
            Risk
      Factors.
            5ITEM
      1B.
            Unresolved
      Staff Comments.
            9ITEM
      2.
            Properties.
            9ITEM
      3.
            Legal
      Proceedings.
            13ITEM
      4.
            Submission
      of Matters to Vote of Securities Holders
            13PART IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            13ITEM
      6
            Selected
      Financial Information.
            13ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            14ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            20ITEM
      8.
            Financial
      Statement and Supplementary Data.
            20ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            21ITEM
      9A
            Controls
      and Procedures.
            21ITEM
      9A(T)
            Controls
      and Procedures
            22ITEM
      9B
            Other
      information
            22PART IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            22ITEM
      11.
            Executive
      Compensation.
            24ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            25ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            27ITEM
      14
            Principal
      Accounting Fees and Services.
            28PART IVITEM
      15.
            Exhibits,
      Financial Statement Schedules
            29SIGNATURES
            30









-3-








PART
1





ITEM
      1.  BUSINESS





History
and Organization





The
following is only a summary of the information, financial statements and the
notes included in this Form 10-K.  Unless the context indicates or
suggests otherwise, the terms “Buka”, the “Company”, “we,” “our” and “us” means
Buka Ventures Inc.





Our
Business




We were
incorporated in the State of Nevada on March 15, 2007.   We are a
start-up, pre-exploration stage company engaged in the search for gold and
related minerals.  We do not have any subsidiaries, affiliated
companies or joint venture partners.   We have no mining
operations and have no revenues.  We have incurred losses since
inception and must raise additional capital to fund our
operations.   There is no assurance we will be able to raise this
capital.




Our sole
asset is a 100% interest in the Sigatoka Gold claim located in the Republic of
Fiji.  We acquired the Sigatoka Gold claim for the sum of $5,000 from
an unrelated third party on May 1, 2007.  We own no property other
than the Sigatoka Gold claim.   As of the date of this Form 10-K,
we have not conducted any exploration work on the Sigatoka Gold
claim.  We engaged Thomas Raju, a Geological Consultant, to explore
and summarize the exploration potential of the Sigatoka Gold claim and to make
recommendations.  Under the study, it was recommended that a mineral
exploration program consisting of air photo interpretation, geological mapping,
geochemical soil sampling and geophysical surveying be conducted at the Sigatoka
Gold claim and to identify targets for diamond drilling if
warranted.  The cost for this mineral exploration program is estimated
to cost of FJD $37,700 (US$20,285).  We will have to raise funds to
pay for the mineral exploration program.




There is
no assurance that a commercially viable mineral deposit or reserve exists at our
mineral claim or may exist until sufficient and appropriate exploration is
completed and a comprehensive evaluation of such work concludes economic and
legal feasibility.   Such work could take many years of
exploration and would require expenditure of a substantial amount of capital,
capital which we do not currently have and may never be able to
raise.




We have
no historical information to allow anyone to base an evaluation on our future
performance. We have only been incorporate since March 15, 2007 and have
generated no revenue during our time in existence.  We do not know if
we will be successful in our business operations in the
future.   Like all new businesses we are a start up company and
will suffer all the problems of being a start up company as
follows:




●
            
            possible
      delays in exploring the Sigatoka and experiencing cost
      overruns;●
            
            trying
      to generate revenue or identify sources of cash, managing our assets and
      administrating ongoing financial commitments to our
    creditors;●
            
            adhering
      to all regulatory requirements both as a future public company and as a
      company required to meet State and Federal filing requirements;
      and●
            
            ensuring
      our shareholders are informed about our development on a regular
      basis.










-4-






We have
no full-time employees and our management devotes a small percentage of their
time to the affairs of the Company.




Our
administrative office is located at 21 Luke Street, Vatuwaqa, Suva,
Fiji.  Our telephone number is
679-331-3255.




The
shareholders may read and copy any material filed by Buka with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC,
20549.   The shareholders may obtain information on the
operations of the Public Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC maintains an Internet site that contains
reports, proxy and information statements, and other information which Buka has
filed electronically with the SEC by assessing the website using the following
address:  http://www.sec.gov.   Buka
has no website at this time.





ITEM
1A        RISK FACTORS




An
investment in our common stock involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding Buka
Ventures contained in this Form 10-K, you should consider many important factors
in determining whether to purchase the shares in our Company. The following risk
factors reflect the potential and substantial material risks which could be
involved if you decide to purchase shares in our Company.




Risks
Associated with Our Business




We
have no revenues, lack profitable operations, and have incurred losses which we
expect to continue into the future.




We were
incorporated in 2007 and have not yet conducted any exploration
activities.  We have no revenues. We have no exploration history upon
which you can evaluate the likelihood of our future success or
failure.  Our operations are not profitable and our net loss from
inception to October 31, 2009 is $69,672.  Based upon current plans,
we expect to incur operating losses in future periods in connection with our
exploration and evaluation of our mining claim.




We
need to raise capital to complete the first phase of our evaluation and for
operating expenses.




We
estimate that, with funding committed by our management, we have sufficient cash
to continue operations for twelve months provided we only carry out the initial
exploration activity recommended by our consultant.  We are in the
pre-exploration stage. If the results of our initial exploration activities are
positive, we intend to initiate further exploration
activities.   We will need to raise additional capital to
undertake further exploration activities.  No assurance can be given
that we are successful in raising additional capital.  You may be
investing in a company that will not have the funds necessary to conduct any
meaningful exploration activity due to our inability to raise additional
capital.  If that occurs we will have to delay or cease our
exploration activity which may result in the loss of your
investment.




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




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






-5-






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





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





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




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




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




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





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






-6-






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




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




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




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




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




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




Currency
conversion control could adversely affect the Company’s operations and
profitability.





The
Company’s financial statements are reported in U.S. dollars.  We
intend to conduct  exploration activity at our mining claim in
Fiji.  Accordingly, the Company’s value of its assets and reporting of
its operations may be adversely affected by negative changes in the exchange
rate of the Fijian against the U.S. dollar or other currencies.






-7-






Risks
Associated with our Shares.




Our
officers and directors own a substantial amount of our common stock and will
have substantial influence over our operations.





Our
directors and officers currently own 25,500,000 shares of common stock
representing 56% of our outstanding shares.  They purchased their
shares for $0.001 per share.  The directors and officers registered
for resale 20,000,000 of their shares under an effective registration
statement.  They have sold the above mentioned registered
shares.   Even with this sale of shares, they have substantial
influence over our operations and can effect certain corporate transaction
without further shareholder approval.  This concentration of ownership
may also have the effect of delaying or preventing a change in
control.





There is no market for our shares of
common stock.





Our
common stock is not listed on any exchange or quotation system, and there is no
market for our common stock.   Therefore, the ability of our
shareholders to sell their shares of common stock may be limited which may
affect the price of our shares of common stock.  We intend to apply
for a quotation on the OTCBB whereby:





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





From the
date of this Form 10-K, we estimate that it will take us between twelve to
eighteen weeks to be approved for a quotation on the OTCBB.  However,
there can be no assurance that our shares will be listed for quotation on the
OTCBB.





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





Even if
our shares of common stock are quoted on the OTCBB, our share price may be
volatile with wide fluctuations in response to several factors, including but
not limited to:





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




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







-8-








We
will need to sell additional shares of common stock for additional capital for
our operations that will result in ownership dilution to our existing
shareholders.





We need
to raise additional capital through the sale of our common
stock.  This will result in ownership dilution to our shareholders
whereby their percentage ownership interest in the Company is
reduced.  The magnitude of this dilution effect will be determined by
the number of shares we will have to issue in the future to obtain the funds
required.





Penny Stock Regulations Affect Our
Stock Price, Which May Make It More Difficult For Investors To Sell Their
Stock.





Broker-dealer
practices in connection with transactions in “penny stocks” are regulated by
certain penny stock rules adopted by the SEC. Penny stocks generally are equity
securities with a price per share of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
Stock Market, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer’s
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. Our securities are subject to the penny stock rules, and investors
may find it more difficult to sell their securities.





ITEM
1B                      UNRESOLVED
STAFF COMMENTS





There are
no unresolved staff comments.





ITEM
      2.  PROPERTIES





The
Sigatoka Gold Claim





Description
of Property





The
Sigatoka Gold Claim consists of one unpatented mineral claim, located 24
kilometers North of the town of Lautoka, Fiji at Universal Transverse Mecator
coordinates Latitude 18°10'59"S and Longitude 177°31 '0"E. The mineral claim was
assigned to Buka Ventures Inc. by Omega Ventures Inc. and the said assignment
was filed with the Mineral Resources Department of the Ministry of Energy and
Mineral Resources of the Government of the Republic of Fiji.





There are
no known environmental concerns or parks designated for any area contained
within the claims. The property has no encumbrances. As advanced exploration
proceeds there may be bonding requirements for reclamation. Buka Ventures Inc.
has purchased a 100% interest in the property.





Accessibility,
Climate, Local Resources, Infrastructure And Topography





The
Sigatoka Gold Claim is accessible from Lautoka, Fiji by traveling on the
country's only highway and by taking an all weather gravel road. The town of
Lautoka has an experienced work force and will provide all the necessary
services needed for an exploration and development operation, including police,
hospitals, groceries, fuel, helicopter services, hardware and other necessary
items. Drilling companies and assay facilities are present in
Lautoka.






-9-







The
Sigatoka Gold Claim lies at an elevation of 1,474 feet near the west end of
Nakavudra Mountain Range. The main mountain ridge has a maximum peak of 4,341
feet with steep east facing slopes.





The main
mountain ridge has a maximum peak of 4,341 feet with steep east facing
slopes.   Tropical mountain forests grow at lower elevations in
the northeast comer of the claim and good rock exposure is found along the peaks
and ridges in the western portion of the claim. The climate is mild year round
with the rainy season falling from May to October.





History





Gold was
first reported in the area by Fijian and British prospectors over 77 years ago.
Mineral lode claims were recorded in 1925 in the surrounding
areas.  Numerous showings of mineralization have been discovered in
the area and six prospects have achieved significant production, with Mamanuca
Gold Mine (32 kilometers away) producing 110,000 ounces of gold
annually.   During the 1990' s, several properties north of
Sigatoka Gold Claim were drilled by junior mineral exploration
companies.  Buka Ventures is preparing to conduct preliminary
exploration work on the property.





Geological
Setting





Regional Geology of the
Area.Fiji lies at the midpoint of opposing Tonga
Kermadec and new Hebrides convergence zones, separated from the actual
convergence zones by two extensional back arc basins which are the North Fiji
Basin to the west and the Lau Basin to the east in addition to a series of
transform faults including the Fiji Fracture Zone and the Matthew Hunter Ridge.
Many of the reconstructions of the past configuration of the is part of the
Pacific indicate, however, that Fiji was not so long ago an integral part of the
Pacific "Rim of Fire"; the complex plate boundary between Pacific and the Indo
Australia plates; a boundary which is well recognized as the locus of several
major world-class porphyry coppergold and epithermal gold systems.





Stratigraphy .  The
principal bedded rocks for the area of Sigatoka Gold Claim (and for most of Fiji
for that matter) are Volcanic rocks which are exposed along a wide axial zone of
a broad complex.   Gold at the Mamanuca Gold Mine (which, as
stated above, is in close proximity to the Sigatoka Gold Claim) is generally
concentrated within extrusive volcanic rocks in the walls of large volcanic
caldera. It should, however, not be inferred that because gold was found at the
Mamanuca Gold Mine, gold will be found at the Sigatoka Gold Claim.





Intrusive.  The
main igneous intrusions consist of the Colo Plutonic Suite consisting of
tholetic gabbros, tonalities and trondjhemites. Age data indicate that the
intrusive stocks are intermediate in age between Ba Volcanic Group rocks west of
the area and the younger Tertiary Wainimala Group rocks exposed to the
east.





Theoletic
Gabbros, for example, are generally are a greenish or dark colored fine to
coarse grained rock. Irregular shaped masses of so called "soda granite" are
seen in both sharp and gradational contact with the diorite. The different
phases of Colo Plutonic Suite are exposed from south of the Sigatoka Gold Claim
to just north of the town of Lautoka and are principal host rocks for gold veins
at the Mamanuca Gold Mine.





Structure.  Repeated
cycles of folding, faulting and deformation has created a complex structural
history in the Lautoka area. Major faults strike north and northeasterly and
coincide with zones of the Ba Volcanic Group. The principal shear direction
changes from northeast in the area of the Mamanuca Gold Mine to north-south in
the area north of Lautoka. The major transform fault areas are the Fiji Fracture
Zone and the Hunter Fracture Zone. One system consists of a set of perpendicular
fractures, which strike approximately at right angles to each other, and at
acute angles to the trend of formations. The other system consists of two sets
of fractures with opposing dips, but which strike parallel to each other and to
the trend of the overall formations. The first system contains the principle
veins of the area and are younger than the second system. The Ba Volcanic Group
represent the most important and continuous fractures in the first
system.






-10-







Deposit
Types





On a
regional basis this area of Fiji is notable for epo-thermal type gold deposits
of which the Mamanuca Gold Mines are typical examples.  Mineralization
is located within a large fractured block created where prominent northwest­
striking shears intersect the north striking caldera fault zone. The major lodes
cover an area of 2 km and are mostly within 400m of the surface. Lodes occur in
three main structural settings:





(i)           steeply
dipping northwest striking shears;


(ii)           flatdipping
(1040) fractures (flatmakes); and


(iii)           shatter
blocks between shears.





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





Mineralization





No
mineralization has been reported for the area of the property but structures and
shear zones affiliated with mineralization on adjacent properties pass through
it.





Exploration





Records
indicate that no detailed exploration has been completed on the property on
Sigatoka Gold Claim.





Property
Geology  To the east of the property is intrusive consisting of
rocks such as tonalite, monzonite, and gabbro while the property itself is
underlain by the Ba Volcanic Group sediments and volcanics. The property lies on
the Fiji Fracture Zone. The intrusive also consist of a large mass of
granodiorite towards the western most point of the property.  The Ba
Volcanic Group consists of interlayered chert, argillite and massive andesitic
to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor
pyrite, pyrrhotite.





Drilling
Summary





No
drilling is reported on Sigatoka Gold Claim.





Sampling
Method; Sample Preparation; Data Verification





All the
exploration conducted to date has been conducted according to generally accepted
exploration procedures with methods and preparation that are consistent with
generally accepted exploration practices.





Interpretations
And Conclusions





The area
is well known for numerous productive mineral occurrences including the
Vatukoula Gold Mines. The local of the Sigatoka Gold Claim is underlain by the
same rock units of the Ba Volcanic Group that are found at those mineral
occurrence sites.  These rocks consisting of cherts and argillites
(sediments) and andesitic to basaltic volcanic have been intruded by
granodiorite. Structures and mineralization probably related to this intrusion
are found throughout the region and occur on the claim. They are associated with
all the major mineral occurrences and deposits in the area. Mineralization found
on the claim is consistent with that found associated with zones of extensive
mineralization. Past work however has been limited and sporadic and has not
tested the potential of the property.  Potential for significant
amounts of mineralization to be found exists on the property and it merits
intensive exploration.






-11-







Recommendations
by the Geologist





A two phased exploration program to
further delineate the mineralized system currently recognized on Sigatoka Gold
Claim is recommended.  The program would consist of air photo
interpretation of the structures, geological mapping, both regionally and
detailed on the area of the main showings, geophysical survey using both
magnetic and electromagnetic instrumentation in detail over the area of the
showings and in a regional reconnaissance survey and geochemical soil sample
surveying regionally to identify other areas on the claim that are mineralized
and in detail on the known areas of mineralization. The effort of this
exploration work is to define and enable interpretation of a follow-up diamond
drill program, so that the known mineralization and the whole property can be
evaluated.




Competitive
Factors




The
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the mining
business which is the cornerstone of the founding and early stage development of
the mining industry. While we generally compete with other exploration
companies, there is no competition for the exploration or removal of minerals
from our claims. Readily available markets exist for the sale of gold.
Therefore, we will likely be able to sell any gold that we are able to recover,
in the event commercial quantities are discovered on the Sigatoka Gold
Claim.  There is no ore body on the Sigatoka Gold Claim.




Government
Regulation




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in Fiji, which govern prospecting, development, mining, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances and other matters. We
believe that we are in compliance in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in Fiji.




Environmental
Regulation




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.




Employees




Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our claim.  At present, we have no employees as such although
each of our officers and directors devotes a portion of their time to the
affairs of the Company.  None of our officers and directors has an
employment agreement with us. We presently do not have pension, health, annuity,
insurance, profit sharing or similar benefit plans; however, we may adopt such
plans in the future. There are presently no personal benefits available to any
employee.






-12-






As
indicated above we will hire subcontractors on an as needed basis. We have not
entered into negotiations or contracts with any of potential
subcontractors.  We do not intend to initiate negotiations or hire
anyone until we are nearing the time of commencement of our planned exploration
activities.




There are
no permanent facilities, plants, buildings or equipment on the Sigatoka Gold
Claim.




ITEM
      3. LEGAL PROCEEDINGS





There are
no legal proceedings to which Buka is a party or to which the Sigatoka Gold
Claim is subject, nor to the best of management’s knowledge are any material
legal proceedings contemplated.





ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
  HOLDERS





There has
been no Annual General Meeting of Stockholders since Buka’s date of
inception.  Management has not set a date for an Annual General
Meeting of Stockholders.





PART
II





ITEM
      5.      MARKET FOR REGISTRANT’S COMMON
      EQUITY, RELATED  STOCKHOLDER MATTERS AND ISSUER PURCHASE OF
      EQUITY SECURITIES





Since
inception, there has been no trading market for Buka’s common
stock.  Buka has not paid any dividends on its common stock and it
does not anticipate that it will pay dividends in the foreseeable
future.  As at October 31, 2009, Buka had 41 shareholders; two of
these shareholders are an officers and directors of Buka.





Option
Grants and Warrants outstanding since Inception.





No stock
options have been granted since Buka’s inception.





There are
no outstanding warrants or conversion privileges for Buka’s shares.





ITEM
6.                      SELECTED
FINANCIAL INFORMATION





The
following summary financial data was derived from our financial
statements.   This information is only a summary and does not
provide all the information contained in our financial statements and related
notes thereto.  You should read the “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our financial
statements and related noted included elsewhere in this Form 10-K.











-13-







Operation
Statement Data





For
      the yearended
              October 31, 2009
            March
      15, 2007
              (date
      of incorporation) to
              October 31, 2009Revenue
            $  -
            $   -Exploration
      expenses
            -
            13,922General
      and Administration
            39,125
            55,750Net
      loss
            (39,125)
            (69,672)Weighted
      average shares outstanding (basic)
            45,500,000Weighted
      average shares outstanding (diluted)
            45,500,000Net
      loss per share (basic)
            $
      (0.00)Net
      loss per share (diluted)
            $
      (0.00)





Balance
Sheet Data





Cash
      and cash equivalent
            $   7,482Total
      assets
            7,482Total
      liabilities
            14,054Total
      Shareholders’ deficiency
            (6,572)





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








ITEM
      6.         MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





Forward
Looking Statements





This Form
10-K contains "forward-looking statements" that involve risks and uncertainties.
The use of words such as "anticipate", "expect", "intend", "plan", "believe",
"seek" and "estimate", and variations of these words and similar expressions to
identify such forward-looking statements. Our actual results are most likely to
differ materially from those anticipated in these forward-looking statements for
many reasons, including the risks faced by us described in the "Risk Factors"
section and elsewhere in this Form 10-K. These forward-looking statements
address, among others, such issues as:





●
            
            the
      estimated financial information we are furnishing in this Form
      10-K;●
            
            our
      future projected earning and cash
flows;





●
            
            the
      expansion of our business and its operations over the next few
      years;●
            
            the
      exploration of Sigatoka Gold Claim and its future development;
      and●
            
            Our
      future expectations of development
projects.





These
statements are based on assumptions and analyses made by us in light of our
experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are
appropriate under the circumstances. However, whether actual results and
developments will meet our expectations and predictions depend on a number of
risks and uncertainties, which could cause our actual results, performance and
financial condition to differ materially from our expectation.






-14-







Consequently,
these cautionary statements qualify all of the forward-looking statements made
in this Form 10-K. We cannot assure you that the actual results or developments
anticipated by us will be realized or, even if substantially realized, that they
would have the expected effect on us or our business or operations.





Our
Business





We were
incorporated in the State of Nevada on March 15, 2007.   We are a
start-up, pre-exploration stage company engaged in the search for gold and
related minerals.  We do not have any subsidiaries, affiliated
companies or joint venture partners.   We have no mining
operations and have no revenues.  We have incurred losses since
inception and must raise additional capital to fund our
operations.   There is no assurance we will be able to raise this
capital.





Our sole
asset is a 100% interest in the Sigatoka Gold claim located in the Republic of
Fiji.  We acquired the Sigatoka Gold claim for the sum of $5,000 from
an unrelated third party on May 1, 2007.  We own no property other
than the Sigatoka Gold claim.   As of the date of this Form 10-K,
we have not conducted any exploration work on the Sigatoka Gold
claim.  We engaged Thomas Raju, a Geological Consultant, to explore
and summarize the exploration potential of the Sigatoka Gold claim and to make
recommendations.  Under the study, it was recommended that a mineral
exploration program consisting of air photo interpretation, geological mapping,
geochemical soil sampling and geophysical surveying be conducted at the Sigatoka
Gold claim and to identify targets for diamond drilling if
warranted.  The cost for this mineral exploration program is estimated
to cost of FJD $37,700 (US$20,285).  We will have to raise funds to
pay for the mineral exploration program.




There is
no assurance that a commercially viable mineral deposit or reserve exists at our
mineral claim or may exist until sufficient and appropriate exploration is
completed and a comprehensive evaluation of such work concludes economic and
legal feasibility.   Such work could take many years of
exploration and would require expenditure of a substantial amount of capital,
capital which we do not currently have and may never be able to
raise.




We have
no full-time employees and our management devotes a small percentage of their
time to the affairs of the Company.





PLAN
OF OPERATIONS





Our
financial commitments for the next twelve months consist of primarily related
expenses of approximately $23,000 associated with the initiation of a mineral
exploration program for a total estimate of expenses of
$37,793.  Including mineral exploration program, we will have to incur
the following estimated expenses, including amounts owed to third party
creditors less cash on hand, over the next twelve months:











-15-










Expenses
            Amount
            
            DescriptionAccounting
            $  5,300
            
            Fees
      to the internal accountant for preparing the quarter and annual working
      papers for the financial statements to be reviewed and examined by the
      independent accountants.Audit
            4,000
            
            Review
      of the quarterly financial statements and examination of the annual
      financial statements and rendering an opinion thereon.Mineral
      exploration program
            20,285
            
            Mineral
      exploration program.Edgar
      filing fees
            1,000
            
            Filing
      reports with the SEC.Office
            1,000
            
            General
      office supplies.Transfer
      agent’s fees
            2,000
            
            Annual
      maintenance fee and preparation of share certificates and other documents
      periodically required by the Company.Miscellaneous
            750
            
            Miscellaneous
      expenses.34,335Add:
      Account Payable
            10,940
            
            Relates
      to accounts payable owed to third parties as at October 31, 2009 with no
      consideration to amounts owed to related parties.45,275Deduct:
      Cash on hand
            (7,482)
            
            As
      at October 31, 2009Estimated
      expenses
            $
      37,793





Our
engineering consultant has recommended an exploration program for the Sigatoka
Gold Claim.  Currently, we do not presently have the requisite funds
to complete the recommended exploration program.   If we cannot
raise money to complete the exploration program, we may be required to cease
operation.  Our directors and officers intend to finance our operation
expenses for the next twelve months and to complete the exploration of the
Sigatoka Gold Claim.




Even if
we raise the sufficient funds to complete the exploration program, assuming the
exploration program results warrant further exploration, we will be required to
raise additional funds for further exploration activities.




We do not
intend to hire any employees at this time. All of the work on the Sigatoka Gold
Claim will be conducted by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for surveying and
exploration.   We may engage a geologist to assist in evaluating
the information derived from the exploration and excavation including advising
us on the economic feasibility of removing any mineralized material we may
discover.




RESULTS
OF OPERATIONS





Foreign Currency and Exchange
Rates




Our
mineral property is located in the Republic of Fiji.  However costs
expressed in the geological report on the Claim are expressed in United States
Dollars.   Any future work to be conducted at the Claim is
expected to be paid in Fijian dollars.  The functional currency is
considered to be US dollars.





Results
of Operations for the year ended October 31, 2009





For the
period from November 1, 2008 to October 31, 2009, we had a net loss of $39,125
and a total net operating loss from March 15, 2007 (date of inception) to
October 31, 2009 of $69,672.   This represents a net loss of
$0.001 per share for the period based on a weighted average number of shares
outstanding of 45,500,000.   Our loss for the year ended October
31, 2009 represents various expenses incurred with payment to our independent
accountants, payment to an independent consultant for the preparation of our
effective registration statement, office expenses and various accrued expenses
which have not been paid to date as follows:






-16-







Expense
            Amount
            
            DescriptionAccounting
      and audit
            $
      10,085
            
            Preparation
      of working papers for submission to our independent accountants for
      examination of the financial statementsBank
      charges
            206
            
            Bank
      charges related to our bank account.Consulting
            15,000
            
            Preparation
      by consultant of our effective registration statement.Filing
      fees
            670
            
            Nevada
      State filing fees and SEC registration filing fees.Legal
            1,500
            
            Legal
      opinion on tradability of our shares under Exhibit 5 of our registration
      statement.Management
      fees (1)
            6,000
            
            Commencing
      on January 1, 2008, the Company began accruing a management fee related to
      services provided by its President in the amount of $500 per
      month.  This expense is never paid and is credited to Capital in
      Excess of Par Value.Office
            547
            
            Office
      supplies including photocopying, courier and faxing
    documents.Rent
      (1)
            2,400
            
            The
      Company accrues $200 per month for use of an office at the President’s
      residence.Telephone(1)
            1,200
            
            The
      Company accrues telephone expense of $100 per month.Transfer
      agent
            1,517
            
            Fees
      for obtaining a CUSIP and issuance of shares.Total
            $
      39,125


(1)  The
Company does not pay its officers and directors any management fees for their
monthly services contributed to the affairs of the Company, but effective
January 1, 2008 accrued $500 per month in recognition of management
fees.  In addition, the Company uses the residence of its President
for its office at an accrued rent expense of $200 per month.  Finally
the Company accrues $100 per month for telephone service.  Although
the Company does not pay for management fees, rent and telephone services, it
has, for accounting purposes, recognized these amounts as an expense with an
offsetting credit of the same amount to Capital in Excess of Par Value on the
Company’s balance sheet.  The amounts, so accrued, will never be paid,
in now or in the future, in either cash or shares.





Liquidity
and Capital Resources





As of
October 31, 2009, the Company had cash of $7,482 and current liabilities of
$14,054 representing a negative working capital of $6,572.





We cannot
assure that additional capital required to finance our operations will be
available on acceptable terms, if at all.  Any failure to secure
additional financing may force us to modify our business plan.  In
addition, we cannot be assured of profitability in the future.





Critical
Accounting Policies





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make a
wide variety of estimates and assumptions that affect: (1) the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities as
of the date of the financial statements, and (2) the reported amounts of
expenses during the reporting periods covered by the financial statements. Our
management routinely makes judgments and estimates about the effect of matters
that are inherently uncertain. As the number of variables and assumptions
affecting the future resolution of the uncertainties increases, these judgments
become even more subjective and complex. We have identified certain accounting
policies that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 of the Notes to the Financial Statements, and several of
those critical accounting policies are as follows:






-17-







Exploration Properties.
Mineral exploration expenditures are expensed as incurred. Property acquisition
costs relating to exploration properties are also expensed until the economic
viability of the project is determined and proven and probable reserves
quantified. Costs associated with economically viable projects are depreciated
and amortized in accordance with the policies described above.





Stock-Based Compensation and Equity
Transactions. We account for stock-based compensation pursuant to SFAS
No. 123R, Share-Based Payment, an amendment of FASB Statements 123 and 95, which
requires us to measure the compensation cost of stock options and other
stock-based awards to employees and directors at fair value at the grant date
and recognize compensation expense over the requisite service period for awards
expected to vest.





Except
for transactions with employees and directors that are within the scope of SFAS
123R, all transactions in which goods or services are the consideration received
for the issuance of equity instruments are accounted for based on the fair value
of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable. Additionally, in accordance with
EITF 96-18, the Company has determined that the dates used to value the
transaction are either: (1) the date at which a commitment for performance by
the counter party to earn the equity instruments is established; or (2) the date
at which the counter party’s performance is complete.





Corporate
Organization and History Within Last Five years





The
Company was incorporated under the laws of the State of Nevada on March 15, 2007
under the name Buka Ventures Inc.  The Company does not have any
subsidiaries, affiliated companies or joint venture
partners.   We have not been involved in any bankruptcy,
receivership or similar proceedings since inception nor have we been party to a
reclassification, merger, consolidation, or purchase or sale of a significant
amount of assets not in the ordinary course of business other than the Sigatoka
Gold Claim.    We have a specific business plan to complete
Phase I of our exploration program during the summer of 2010.





We have
relied upon advances from our directors to assist in financing the Company’s
operations since inception.  As of the October 31, 2009 our directors
had advanced an aggregate total of $3,114 to the Company.





Since our
inception we have incurred the following expenses:





Accounting
      and audit
            $  15,685
            
            Accounting
      and audit fees since inception.Bank
      charges
            410Consulting
            15,000
            
            Preparation
      of Form S-1 by legal counsel.Exploration
      expenses
            13,922
            
            Property
      purchase, mining license and other expenses.Filing
      fees
            1,345
            
            Filing
      with State of Nevada for annual report.Incorporation
      costs
            800
            
            Cost
      of incorporation in State of Nevada.Legal
            1,500
            
            Legal
      opinion under Exhibit 5 to Form S-1.Management
      fees
            11,000
            
            Monthly
      accrual of management fees as noted above.Office
            843
            
            Photocopying,
      delivery and fax.Rent
            4,400
            
            Accrued
      rental as noted above.Telephone
            2,200
            
            Accrued
      telephone as noted above.Transfer
      agent fees
            2,567
            
            Annual
      transfer agent fees and certificate issuance.Total
            $
      69,672






-18-






Our
Business




We intend
to undertake exploration work on the Sigatoka Gold Claim when we have sufficient
money to do so.




We are
presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our
property.




We do not
have any ore body and have not generated any revenues from our
operations.




To become
profitable and competitive, we must invest into the exploration of our property
before we start production of any minerals we may find. We must obtain equity or
debt financing to provide the capital required to fully implement our phased
exploration program.We have no
assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we will be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.




Our auditors have issued a going
concern opinion. This means that our auditors believe there is substantial doubt
that we can continue as an on-going business for the next twelve months unless
we obtain additional capital to pay our bills. This is because we have not
generated any revenues and no revenues are anticipated until we begin removing
and selling minerals. Accordingly, we must raise cash from sources other than
the sale of minerals found on the Sigatoka Gold Claim.  Our only other
source for cash at this time is investments by others in the
Company.  We must raise cash to implement our planned exploration
program and stay in business.




To meet
our need for cash we must raise additional capital.  We will attempt
to raise additional money through a private placement, public offering or
through loans.  We have discussed this matter with our officers and
directors.  At the present time, we have not made any arrangements to
raise additional cash.  We require additional cash to continue
operations.  Such operations could take many years of exploration and
would require expenditure of very substantial amounts of money, money we do not
presently have and may never be able to raise.   If we cannot
raise it we will have to abandon our planned exploration activities and go out
of business.




Our
future financial success will be dependent on the success of the exploration
work on the Sigatoka Gold Claim.   Such exploration may take
years to complete and future cash flows, if any, are impossible to predict at
this time.   The realization value from any mineralization which
may be discovered by us is largely dependent on factors beyond our control such
as the market value of metals produced, mining regulations in the Republic of
Fiji and foreign exchange rates.




We have
no plant or significant equipment to sell, nor are we going to buy any plant or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.




We may
attempt to interest other companies to undertake exploration work on the
Sigatoka Gold Claim through joint venture arrangement or even the sale of part
of the Sigatoka Gold Claim.  Neither of these avenues has been pursued
as of the date of this Form 10-K.




We do not
intend to hire any employees at this time. All of the work on the Sigatoka Gold
Claim will be conducted by unaffiliated independent contractors that we will
hire. The independent contractors will be responsible for surveying,
exploration, and excavation.  We may engage a geologist to assist in
evaluating the information derived from the exploration and excavation including
advising us on the economic feasibility of removing any mineralized material we
may discover.






-19-





Trends




We are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future.  We are unaware
of any known trends, events or  uncertainties that have had, or are
reasonably likely to have, a material impact on our business or income, either
in the long term of short term, other than as described in this section or in
‘Risk Factors’.




Off-balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to our
shareholders.




Short
and long-term Trend Liabilities




We are
unaware of any known trends, events or uncertainties that have or are reasonably
likely to have a material impact on our business either in the long-term or
long-term liquidity which have not been disclosed under “Risk
Factors”.




Internal
and External Sources of Liquidity




There are
no material internal or external sources of liquidity.




Known
Trends, Events or Uncertainties having an Impact on Income




Since we
are in the start-up stage and the Sigatoka Gold Claim has not produced any
income, there is a chance that it never will.  We do not know of any
trends, events or uncertainties that are reasonably expected to have a material
impact on income in the future.




Dividend
Policy





We have
never declared or paid any cash dividends or distributions on our common
stock.   We currently intend to retain our future earnings to
support operations and to finance future growth and expansion and, therefore, do
not anticipate paying any cash dividends on our common stock in the foreseeable
future.





Compensation
Plans





As at
October 31, 2009 and up to the date of this Form 10-K, we have no shares of our
common stock that are issued under compensation plans approved by our
shareholders.




ITEM
      7A
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK




Not
applicable




ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.




The
financial statements attached to this Form 10-K for the year ended October 31,
2009 have been examined by our independent accountants, Madsen & Associates
CPA’s Inc. and attached hereto.








-20-








ITEM
      9.
            CHANGES
      IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE





During
the year ended October 31, 2009, to the best of our knowledge, there have been
no disagreements with Madsen & Associates CPA’s Inc. on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of
Madsen & Associates CPA’s Inc. would have caused them to make a reference in
connection with its report on the financial statements for the
year.





ITEM
9A                      CONTROLS
AND PROCEDURES





Our
management, on behalf of the Company, has considered certain internal control
procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which
accomplishes the following:




Internal
controls are mechanisms to ensure objectives are achieved and are under the
supervision of the Company’s Chief Executive Officer, being Ritesh Chandra
Singh, and Chief Financial Officer, being Ranjana Bharat. Good controls
encourage efficiency, compliance with laws and regulations, sound information,
and seek to eliminate fraud and abuse.




These
control procedures provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.




Internal
control is "everything that helps one achieve one's goals - or better still, to
deal with the risks that stop one from achieving one's goals."




Internal
controls are mechanisms that are there to help the Company manage risks to
success.




Internal
controls is about getting things done (performance) but also about ensuring that
they are done properly (integrity) and that this can be demonstrated and
reviewed (transparency and accountability).




In other
words, control activities are the policies and procedures that help ensure the
Company’s management directives are carried out. They help ensure that necessary
actions are taken to address risks to achievement of the Company’s objectives.
Control activities occur throughout the Company, at all levels and in all
functions. They include a range of activities as diverse as approvals,
authorizations, verifications, reconciliations, reviews of operating
performance, security of assets and segregation of duties.





As of
October 31, 2009, Ritesh Singh and Ranjana Bharat assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.  They concluded, during the year ended October 31, 2009,
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules.  Management realized there are
deficiencies in the design or operation of the Company’s internal control that
adversely affected the Company’s internal controls which management considers to
be material weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





●              The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.






-21-







●              The
Company has limited segregation of duties which is not consistent with good
internal control procedures.





●              The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future.  This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.





●              There
are no effective controls instituted over financial disclosure and the reporting
processes.





Ritesh
Singh and Ranjana Bharat feel the weaknesses identified above, being the latter
three, have not had any affect on the financial results of the Company. They
will have to address the lack of independent members on the Audit Committee and
identify an “expert” for the Committee to advise other members as to correct
accounting and reporting procedures.





The
Company will endeavor to correct the above noted weaknesses in internal control
once it has adequate funds to do so.   By appointing independent
members to the Audit Committee and using the services of an expert on the
Committee will greatly improve the overall performance of the Audit
Committee.   With the addition of other Board Members and staff
the segregation of duties issue will be address and will no longer be a concern
to management.  By having a written policy manual outlining the duties
of each of the officers and staff of the Company will facilitate better internal
control procedures.





Ritesh
Singh and Ranjana Bharat will continue to monitor and evaluate the effectiveness
of the Company’s internal controls and procedures and its internal controls over
financial reporting on an ongoing basis and are committed to taking further
action and implementing additional enhancements or improvements, as necessary
and as funds allow.





ITEM
9A (T) – CONTROLS AND PROCEDURES





There
were no changes in the Company’s internal controls or in other factors that
could affect its disclosure controls and procedures subsequent to the Evaluation
Date, nor any deficiencies or material weaknesses in such disclosure controls
and procedures requiring corrective actions.





ITEM
9B                      OTHER
INFORMATION





There is
no other information to be reported under this Item.





PART
111





ITEM
      10
            DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Directors
and Executive Officers





The
following table sets forth the names and ages of our directors
and executive officers, the principal offices and positions with us held by
each person and the date such person became our director or executive
officer.  Our executive officers are appointed by our Board of
Directors. Our directors serve until the earlier occurrence of the election of
his or her successor at the next meeting of stockholders, death, resignation or
removal by the Board of Directors.











-22-








Name
            Age
            Became a Director
            PositionRitesh
      Chandra Singh
            32
            2007
            Chief
      Executive Officer, President and DirectorRanjana
      Bharat
            34
            2007
            Chief
      Financial Officer, Secretary and Director


Ritesh
Chandra Singhy has served as Chief Executive Officer, President and Director
since the Company’s inception.  Since 2002, Ms. Singhy has served as
Legal Executive of Sherani & Company, Barristers Notaries Public, Suva,
Fiji.





Ranjana
Bharat has served as Chief Financial Officer and Director since the Company’s
inception.  Since 1998, Mr. Bharat has served as an Accounts Executive
of Sherani & Company, Barristers Notaries Public, Suva, Fiji.  Mr.
Bharat has a Bachelor of Arts from the University of South Pacific in
1995.





We have
an audit committee, but do not have a compensation committee due to our
size.





Audit
Committee





We have
an audit committee whose members consist of Ritesh Chandra Singh, our Chief
Executive Officer and Ranjana Bharat our Chief Financial Officer neither of whom
are independent.  Further, neither Ms. Singh nor Mr. Bharat can be
considered an “audit committee financial expert” as defined in Item 401 of
Regulation S-K.  Given our size and limited financial ability, we do
not anticipate in seeking an audit committee financial expert in the near
future.





The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor our accounting and reporting processes and
the audits of our financial statements





Since
inception on March 15, 2007, our Board has conducted its business entirely by
consent resolutions.





Significant
Employees





Buka has
no paid employees as such.  Our Officers and Directors fulfill many
functions that would otherwise require Buka to hire employees or outside
consultants.  We anticipate engaging the services of workers to assist
in the exploration of the Sigatoka Gold Claim.  We expect to engage a
field worker(s) during the summer of 2010 to assist in conduct the Phase I
exploration work to undertaken on the Sigatoka Gold Claim.  Any field
workers we engage will not be considered employees either on a full time or part
time basis.  This is because our exploration programs will not last
more than a few weeks and once completed these individuals will no longer be
required to fulfill such functions.





Family
Relationships





Our
President and our Chief Financial Officer and Secretary Treasurer are
unrelated.





Involvement
in Certain Legal Proceedings





To the
knowledge of Buka, during the past five years, none of our directors or
executive officers:





(1)
            has
      filed a petition under the federal bankruptcy laws or any state insolvency
      law, nor had a receiver, fiscal agent or similar officer appointed by the
      court for the business or property of such person, or any partnership in
      which she was a general partner at or within two years before the time of
      such filings;






-23-







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





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





(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;





(ii)  engaging in any type of
business practice; or





(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;





(4)
            was
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activities;





(5)
            was
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, and the judgment in
      such civil action or finding by the SEC has not been subsequently
      reversed, suspended, or vacated.





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





ITEM
11.                      EXECUTIVE
COMPENSATION





General
Philosophy





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





Executive
Compensation





In light
of our limited capital, the executive officers receive no cash compensation for
serving the Company.  Since inception, the Company has accrued $500
per month for management fees related to services provide by the officers to the
Company.  This accrual is established for accounting purposes only and
will never be paid in either cash or shares either now or in the
future.  The management fee expense is offset against a credit to
“Capital in Excess of Par Value.”






-24-






Compensation
Summary





The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer (Principal Executive Officer) and other executive officers,
during the past three fiscal years ended October 31, 2009, 2008 and
2007.





SUMMARY COMPENSATION
TABLE





Name
      and principalPosition
            Year
            Salary
            OptionAward
            All
      otherCompensation
            TotalRitesh
      Chandra Singh
              Chief
      Executive Officer
            2007
              2008
              2009
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0Ranjana
      Bharat
              Chief
      Financial Officer
            2007
              2008
              2009
            0
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0





Employment
Agreements





No
officer or director has an employment agreement with the Company.





Stock
Options





The
Company has no stock options outstanding.





Compensation
of Directors





Currently,
our directors receive no compensation for serving as such.  We may
reconsider this policy if and when we appoint or elect other individuals as
directors.





ITEM
      12
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS.




The
following table sets forth, as at November 30, 2009, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholders listed below have direct ownership of her
shares and possesses sole voting and dispositive power with respect to the
shares.




Name
            Common
      SharesOwned
            PercentageRitesh
      Chandra Singh
              21
      Luke Street,Vatuwaga,
      Suva, Fiji
            17,000,000
            37.4Ranjana
      Bharat
              20
      Howell Road,Samabula,
      Suva, Fiji
            8,500,000
            18.7Directors
      and Officers as a group
            25,500,000
            56.1





(1)
            Unless
      otherwise noted, the security ownership disclosed in this table is of
      record and beneficial.






-25-







(2)
            Under
      Rule 13-d of the Exchange Act, shares not outstanding but subject to
      options, warrants, rights, conversion privileges pursuant to which such
      shares may be acquired in the next 60 days are deemed to be outstanding
      for the purpose of computing the percentage of outstanding shares owned by
      the person having such rights, but are not deemed outstanding for the
      purpose of computing the percentage for such other
      persons.  None of our officers or directors has options,
      warrants, rights or conversion privileges
  outstanding.





All the
shares noted above as being held by our officers and directors are restricted
under Rule 144 and cannot be transfer, sold or traded unless the shares adhere
to the requirements of Rule 144.





Related
Party Transactions





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





Director
Independence





Neither
of our directors are independent within the meaning of Section 4200(a) 15 of the
NASDAQ Stock Market Rules.





Our
authorized capital consists of 750,000,000 shares of common stock, par value
$0.001 per share, of which 45,500,000 shares are issued and
outstanding.





The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.





The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.





Dividend
Policy





As of the
date of this Form 10-K we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends, if any,
will be at the discretion of the Board of Directors and will depend on our
earnings, if any, capital requirements and financial position, general economic
conditions and other pertinent conditions.  It is our present
intention not to pay any cash dividends in the near future.





Transfer
Agent





Our
transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Drive, Henderson,
Nevada, 89014.





Employment
Agreements with Executive Officers and Directors





There are
no employment agreements with any officers or directors.








-26-







Stock
Option Plan





We have
never established any form of stock option plan for the benefit of our
directors, officers or future employees.  We do not have a long-term
incentive plan nor do we have a defined benefit, pension plan, profit sharing or
other retirement plan.





Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None





Pension
Table





None





Termination
of Employment





There are
no compensatory plans or arrangements, including payments to be received from
Buka, with respect to any person named in Summary of Compensation set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person’s employment with
Buka, or any change in control of Buka, or a change in the person’s
responsibilities following a change in control of Buka.





ITEM
      13
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Buka, or any currently proposed transactions,
or series of similar transactions, to which Buka was or is to be a party, in
which the amount involved exceeds $120,000, and in which any director or
executive officer, or any security holder who is known by Buka to own of record
or beneficially more than 5% of any class of Buka’s common stock, or any member
of the immediate family of any of the foregoing persons, has an
interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since
inception of Buka, or any currently proposed transactions, or series of similar
transactions, to which Buka was or is to be a part, in which the amount involved
exceeded $120,000 and in which any director or executive officer, or any
security holder who is known to Buka to own of record or beneficially more than
5% of the common shares of Buka’s capital stock, or any member of the immediate
family of any of the foregoing persons, has an interest.





Conflicts
of Interest





None of
our officers and directors is a director or officer of any other company
involved in the mining industry.  However there can be no assurance
such involvement in other companies in the mining industry will not occur in the
future.  Such potential future involvement could create a conflict of
interest.






-27-







To ensure
that potential conflicts of interest are avoided or declared and that the
Company conducts business in accordance with laws, the Board of Directors
adopted on May 21, 2007, a Code of Business Conduct and
Ethics.  Buka Ventures’ Code of Business Conduct and Ethics embodies
our commitment to such ethical principles and sets forth the ethical behavior of
Buka’s  officers to its shareholders, employees, customers, lenders
and others.





Transactions
with Promoters





Buka does
not have promoters and has no transactions with any promoters.





ITEM
14                      PRINCIPAL
ACCOUNTANT FEES AND SERVICES





(1)           Audit
Fees





The
aggregate fees billed by the independent registered accountants for the period
ended October 31, 2009 for professional services for the review of the quarterly
financial statements as at January 31, April 30 and July 31, annual financial
statements as of October 31, and services that are normally provided by the
accountants in connection with statutory and regulatory filings or engagements
for those period years were as follows:  $500 for each of the quarters
ended January 31, April 30 and July and $2,500 for the audit of October 31 for a
total for the two years of $8,000.





(2)           Audit-Related
Fees





The
aggregate fees billed in each of the two periods mentioned above for assurance
and related services by the principal accountants that are reasonably related to
the performance of the audit or review of Buka’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)           Tax Fees





The
aggregate fees billed in October 31, 2009 for professional services rendered by
the principal accountants for tax compliance, tax advice, and tax planning was
NIL.





(4)           All Other
Fees





During
the period from inceptions to October 31, 2009 there were no other fees charged
by the principal accountants other than those disclosed in (1) and (3)
above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Buka to make any pre-approval policies meaningful.  Once
Buka has elected more directors and appointed directors and non-directors to the
Audit Committee it will have meetings and function in a meaningful
manner.





(6)           Audit Hours
Incurred





The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Buka’s internal accountant.








-28-











ITEM
15                      EXHIBITS,
FINANCIAL STATEMENT SCHEDULES





Exhibits





The
following exhibits are included as part of this report by
reference:





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Buka’s Registration
      Statement on Form S-1 filed on December 19, 2008, Registration No.
      333-156311)3.2
            
            Articles
      of Incorporation (incorporated by reference from Buka’s Registration
      Statement on Form S-1 filed on December 19, 2008, Registration
      No.333-156311)3.3
            
            By-laws
      (incorporated by reference from Buka’s Registration Statement on Form S-1
      filed on December 19, 2008, Registration No.
333-156311)4
            
            Stock
      Specimen (incorporated by reference from Buka’s Registration Statement on
      Form S-1 filed on December 19, 2008, Registration No.
      333-156311)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Buka’s
      Registration Statement on Form S-1 filed on December 19, 2008 Registration
      No. 333-156311)





Financial
Statement Schedules.





The
following financial statements are included in this report:





Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            31Balance
      Sheets as at October 31, 2009 and 2008
            32Statement
      of Operations for the years ended October 31, 2009 and 2008  and
      for the period from March 15, 2007 (date of inception) to October 31,
      2009
            33Statement
      of Changes in Shareholders’ Equity for the period from March 15, 2007
      (date of inception) to October 31, 2009
            34Statement
      of Cash Flows for the years ended October 31, 2009 and 2008 and for the
      period from March 15, 2007 (date of inception) to October 31,
      2009
            35Notes
      to the Financial Statements
            36











-29-













SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.





BUKA
VENTURES INC.


(Registrant)





By:   RITESH
CHANDRA SINGH


Ritesh
Chandra Singh


Chief
Executive Officer,


President
and Director





Date:
January 11, 2010





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





By:   RITESH
CHANDRA SINGH


Ritesh
Chandra Singh


Chief
Executive Officer,


President
and Director





Date:  January
11, 2010





By:   RANJANA
      BHARAT


Ranjana
      Bharat


Chief
      Accounting Officer,


Chief
      Financial Officer and Director





Date:  January
11, 2010










-30-










MADSEN & ASSOCIATES CPA’s
      INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants
            Murray,
      Utah, 84107Telephone
      801-268-2632Fax
      801-262-3978





Board of
Directors


BUKA
VENTURES INC.








REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balance sheets of Buka Ventures Inc. (pre-exploration
stage company) at October 31, 2009 and 2008, and the related statements of
operations, changes in stockholders' equity, and cash flows for the years ended
October 31, 2009 and 2008 and for period from March 15, 2007 (date of inception)
to October 31, 2009. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The company is not
required to have nor were we engaged to perform an audit of its internal control
over financial reporting.  Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation. We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Buka Ventures Inc. at October 31,
2009 and 2008, and the results of operations and cash flows for years ended
October 31, 2009 and 2008 and for the period from March 15, 2007 (date of
inception) to October 31, 2009, in conformity with generally accepted accounting
principles.




The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company will need additional working
capital for its planned activities and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








Murray,
Utah                                                                           MADSEN & ASSOCIATES,
CPA’s INC.


December
15, 2009











-31-








BUKA
VENTURES INC.


(Pre-exploration
Stage Company)


BALANCE
SHEETS





October
      31,2009
            October
      31,2008ASSETSCURRENT
      ASSETSCash
            $    7,482
            $   31,375Total Current
    Assets
            $    7,482
            $   31,375LIABILITIES
      AND STOCKHOLDERS’ DEFICIENCYCURRENT
      LIABILITIESAccounts payable
            $  10,940
            $     5,658Accounts payable – related
      parties
            3,114
            2,764Total Current
      Liabilities
            14,054
            8,422STOCKHOLDERS’
      DEFICIENCYCommon
      stock750,000,000 shares authorized, at
      $0.001 par value;45,500,000 shares issued and
      outstanding
            45,500
            45,500Capital in excess of par
      value
            17,600
            8,000Deficit accumulated during the
      pre-exploration stage
            (69,672)
            (30,547)Total Stockholders’ (Deficiency)
      Equity
            (6,572)
            22,953$   7,482
            $   31,375











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










-32-








BUKA
VENTURES INC.


(Pre-exploration
Stage Company)


STATEMENTS
OF OPERATIONS





For the
years ended October 31, 2009 and 2008 and for the period from March 15, 2007
(date of inception) to October 31, 2009





For
      theyearended
              October
      31,2009
            For
      theyearended
              October
      31,2008
            FromMarch
      15, 2007
              (date
      of inception) to
              October 31, 2009REVENUE
            $   -
            $  -
            $   -EXPENSESAcquisition,
      staking and geological report
            -
            8,922
            13,922Administrative
            39,125
            14,250
            55,750NET
      LOSS FROM OPERATIONS
            $  (39,125)
            $   (23,172)
            $(69,672)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $   (0.00)
            $   (0.00)AVERAGE
      OUTSTANDING SHARESBasic
            45,500,000
            45,500,000





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










-33-











BUKA
VENTURES INC.


(Pre-Exploration
Stage Company)


STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY


Period March
15, 2007 (date of inception) to October 31, 2009








Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par Value
            AccumulatedDeficitBalance March 15,
      2007
            -
            $             -
            $             -
            $                -Issuance
      of common shares for reimbursement of
              expenses
      at $.001 –   October 31, 2007
            5,000,000
            5,000
            -
            -Net
      operating loss for the period March 15, 2007 ( date of
              inception)
      to October 31, 2007
            -
            -
            -
            (7,375)Balance
      as at October 31, 2007
            5,000,000
            5,000
            -
            (7,375)Issuance
      of common shares for cash at$.001
      -  October 31, 2008
            40,500,000
            40,500
            -
            -Capital
      contributions – expenses
            -
            -
            8,000
            -Net
      operating loss for the year endedOctober
      31, 2008
            -
            -
            -
            (23,172)Balance
      as at October 31, 2008
            45,500,000
            45,500
            8,000
            (30,547)Capital
      contributions – expenses
            -
            -9,600Net
      operating loss for the year endedOctober
      31, 2009
            -
            -
            -
            (39,125)Balance
      as at October 31, 2009
            45,500,000
            $    45,500
            $   17,600
            $      (69,672)








The
accompanying notes are an integral part of these financial
statements











-34-














BUKA
VENTURES INC.


(Pre-exploration
Stage Company)


STATEMENTS
OF CASH FLOWS





For the
years ended October 31, 2009 and 2008 and for the period from March 15, 2007
(date of inception) to October 31, 2009








For
      the yearended
              Oct. 31, 2009
            For
      the yearended
              Oct. 31, 2008
            FromMarch
      15,2007
              (date
      ofinception)
      to
              Oct. 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            $    (39,125)
            $     (23,172)
            $
      (69,672)Adjustments
      to reconcile net loss to net cash provided byoperating
      activities:Common
      shares issued for expenses
            -
            -
            5,000Capital
      contributions – expenses
            9,600
            8,000
            17,600Changes
      in accounts payable
            5,282
            4,133
            10,940Net
      Cash  Provided (Used) in Operations
            (24,243)
            (11,039)
            (36,132)CASH
      FLOWS FROM INVESTING ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds from loan from related
      party
            350
            1,914
            3,114Proceeds from issuance of common
      stock
            -
            40,500
            40,500350
            42,414
            43,614Net
      (Decrease) Increase in Cash
            (23,893)
            31,375
            7,482Cash
      at Beginning of Period
            31,375
            -
            -CASH
      AT END OF PERIOD
            $
      7,482
            $
      31,375
            $   7,482








The
accompanying notes are an integral part of these financial
statements








-35-








BUKA
VENTURES INC.


(Pre-exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2009





1.           ORGANIZATION





The
Company, Buka Ventures Inc., was incorporated under the laws of the State of
Nevada on March 15, 2007 with the authorized capital stock of 750,000,000 shares
at $0.001 par value.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the exploration
stage and is considered to be in the pre-exploration stage.





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of the common share rights unless
      the exercise becomes antidulutive and then only the basic per share
      amounts are shown in the report.





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Fijian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.









-36-








BUKA
VENTURES INC.


(Pre-exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2009





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Income
Taxes





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On
October 31, 2009 the Company had a net operating loss carry forward of $69,672
for income tax purposes.  The tax benefit of approximately $20,900
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years.  Losses will expire during 2029.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
      carrying amounts of financial instruments are considered by management to
      be their fair value due to their short term
  maturities.





Estimates and
Assumptions





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





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.





Unproven Mining Claim
Costs





Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.








-37-














BUKA
      VENTURES INC.


(Pre-exploration
Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2009





2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





3.           AQUISITION
OF MINERAL CLAIM





On
      May 1, 2007, the Company acquired the Sigatoka Gold Claim located in the
      Republic of Fiji from Omega Ventures Inc., an unrelated company, for the
      consideration of $5,000.  The Sigatoka Gold Claim is located 24
      km north of the city of Lautoka, Fiji.  Under Fijian law, the
      claim remains in good standing as long as the Company has an interest in
      it.   There is no annual maintenance fee or minimum
      exploration work required on the
Claim.





4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





The
officers-directors have acquired 56% of the common stock issued and have made no
interest, demand loans to the Company of $3,114 and have made contributions to
capital of $17,600 to the Company in the form of expenses paid for the
Company.





5.           CAPITAL
STOCK





On
October 31, 2007 one of the Company’s directors received 5,000,000 common shares
at a price of $0.001 per share for reimbursement of expenses paid by him for the
Company in the amount of $5,000.





On
October 31, 2008 the Company issued to its officers and directors 40,500,000
common shares at $0.001 per share for a cash consideration of
$40,500.





6.           GOING
CONCERN





The
Company intends to seek business opportunities that will provide a
profit.  However, the Company does not have the working capital
necessary to be successful in this effort and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.





Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional loans from related
parties, and equity funding, which will enable the Company to operate for the
coming year.








-38-