UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                                 AMENDMENT NO. 1

                   For the fiscal year ended February 29, 2008

                        Commission file number 333-141426


                               Elko Ventures Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                                 20-8425158
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                                  650 Ruby Way
                            Crescent Valley, NV 89821
               (Address of Principal Executive Offices & Zip Code)

                                  (775)201-6669
                               (Telephone Number)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting

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

As of February 29, 2008, the registrant had 13,200,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of February 29, 2008.
<PAGE>
                               ELKO VENTURES INC.
                                TABLE OF CONTENTS

                                     Part I

                                                                        Page No.
                                                                        --------

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                        9
Item 2.  Properties                                                         11
Item 3.  Legal Proceedings                                                  11
Item 4.  Submission of Matters to a Vote of Securities Holders              11

                                    Part II

Item 5.  Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities                 12
Item 7.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                         12
Item 8.  Financial Statements and Supplementary Data                        15
Item 9.  Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure                                          27
Item 9A. Controls and Procedures                                            27

                                    Part III

Item 10. Directors and Executive Officers                                   27
Item 11. Executive Compensation                                             29
Item 12. Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                   31
Item 13. Certain Relationships and Related Transactions                     31
Item 14. Principal Accounting Fees and Services                             31

                                     Part IV

Item 15. Exhibits                                                           32

Signatures                                                                  32

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

GENERAL INFORMATION

Elko Ventures Inc. was incorporated in Nevada on February 5, 2007 to engage in
the business of acquisition, exploration and development of natural resource
properties. At that time Matt Wayrynen was named President, Treasurer and
Director of the company, and David Wolfin was named Secretary and Director. We
are an exploration stage company with no revenues and a limited operating
history. The principal executive offices are located at 650 Ruby Way, Crescent
Valley, NV 89821. The telephone number is (775)201-6669.

As of February 29, 2008 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.

We have a total of 250,000,000 authorized common shares with a par value of
$0.001 per share and 13,200,000 common shares issued and outstanding as of
February 29, 2008.

We have completed a form SB-2 Registration Statement under the Securities Act of
1933 with the U.S. Securities and Exchange Commission registering 2,000,000
shares at a price of $0.03 per share. The offering was completed on June 28,
2007 for total proceeds to the company of $60,000.

On September 20, 2007 our common stock shares were approved for trading on the
Over-the-Counter Bulletin Board under the symbol ELKV.

On January 31, 2008, the company affected a three for one forward stock split of
our share capital such that every one share of common stock issued and
outstanding prior to the split was exchanged for three post-split shares of
common stock. The company also changed its post-split authorized capital to
250,000,000 shares of common stock with a par value of $0.001 per share. Our
issued and outstanding share capital increased from 4,400,000 shares of common
stock to 13,200,000 shares of common stock. An 8-K disclosing this information
was filed with the Securities and Exchange Commission on January 31, 2008.

The companies mineral property, known as the Cad property consists of four
contiguous, located, lode mineral claims, Cad 1-4 comprising a total of 82.64
acres. Elko Ventures Inc., a Nevada, U.S.A. company is the beneficial owner of
the mineral claims. The Cad property lies in the west central area of the State
of Nevada, southwest of the Town of Tonopah and is accessible from Highway 95 by
traveling south of the Town for 11 miles to the Paymaster Canyon cut-off and
then traveling southwest for 6 miles to the property. There is not a plant or
any equipment currently located on the property.

At the current time the property is without known reserves and the proposed
program is exploratory in nature. The future cost of exploration work on the
property is disclosed in detail in the Plan of Operation section.

                                       3
<PAGE>
The initial exploration phase is being supported by generators, however; hydro
electrical power lines are located in the area. Water required for exploration
and development of the claim is available from the major river drainages that
flow year round as well as many subsidiary creeks.

The geologist, James McLeod, completed Phase 1 of the exploration program on the
claims. He recommended further exploration of specific anomalies discovered in
the first phase and is currently carrying out this exploration as Phase 1A.
Through February 29, 2008 we had incurred $750 in exploration expense.
Subsequent to our year end we have paid an additional $12,250 in exploration
costs.

Following Phases 1 and 1A of the exploration program, if they prove successful
in identifying mineral deposits, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $10,500 and will take
approximately 10 days to complete and an additional one to two months for the
consulting geologist to receive the results from the assay lab and prepare his
report.

Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $30,000 and will take approximately 20 days to complete
and an additional one to two months for the consulting geologist to receive the
results from the assay lab and prepare his report.

We anticipate commencing the second phase of our exploration program in summer
2008 and phase 3 in fall 2008 or spring 2009. We have a verbal agreement with
James McLeod, the consulting geologist who prepared the geology report on our
claims, to utilize his services for our exploration program. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the exploration program if we find mineralization.

The discussions contained herein are management's estimates. Because we have
only recently commenced our exploration program we cannot provide a more
detailed discussion of our plans if we find a viable store of minerals on our
property, as there is no guarantee that exploitable mineralization will be
found, the quantity or type of minerals if they are found and the extraction
process that will be required. We are also unable to assure you we will be able
to raise the additional funding necessary to proceed with any subsequent work on
the claims if mineralization is found in Phases 1 and 1A.

ACQUISITION OF THE MINERAL CLAIMS

The Cad Mineral Claims were staked on behalf of the company and are recorded in
the name of the company. The claims are in good standing to September 1, 2008.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

The title for the claims is in good standing until September 2008. During the
first week in August 2008 a filing is to be made by the Company to the County
and Bureau of Land Management that we intend to retain the claims and to
continue performing exploration work on them. Such work will be reported and
filed at the appropriate time.

                                       4
<PAGE>
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The Cad property lies in the west central area of the State of Nevada, southwest
of the Town of Tonopah and is accessible from Highway 95 by traveling south of
the Town for 11 miles to the Paymaster Canyon cut-off and then traveling
southwest for 6 miles to the property.

The area experiences about 4" - 8" of precipitation annually of which about 20%
may occur as a snow equivalent. This amount of annual precipitation reflects a
climatic classification of arid to semi-arid. The summers can experience hot
weather, middle 60's to 70's F(degree) average with high spells of 100+F(degree)
while the winters are generally more severe than the dry belt to the west and
can last from December through February. Temperatures experienced during
mid-winter, average for January are from the high 20's to the low 40's F(degree)
with low spells down to -20 F(degree).

The Town of Tonopah that lies 26 miles to the north of Goldfield, NV offers much
of the necessary infrastructure required to base and carry-out an exploration
program (accommodations, communications, equipment and supplies). Larger or more
specialized equipment can likely be acquired in the City of Las Vegas lying 209
miles by paved road (Highway 95) to the south.

Infrastructure such as highways and secondary roads, communications,
accommodations and supplies that are essential to carrying-out an exploration
and development program are at hand, between Tonopah, Goldfield and Las Vegas.

The physiography of the Cad property is rounded to rugged mountainous ranges
that in the immediate area are arcuate in topographic shape with intervening
broader and somewhat narrow valleys. Topographic variations occur in the
vicinity and Boundary Peak, the highest point in Nevada at 13,145' lies 57
airmiles to the northwest of the property. Much of this area with its broad open
valleys and spiney mountain ridges hosts sagebrush and other desert plants on
the low hill slopes. Joshua trees and cacti, such as the prickly pear grow as
far north as Goldfield. Juniper and pinon grow above 6,500' with pinon becoming
more dominant at higher elevations. At elevations in the range of 7,500' along
water courses are found small groves of trembling aspen.

                                       5
<PAGE>




                        [MAP SHOWING THE CLAIM LOCATION]




                                       6
<PAGE>
HISTORY

Mining holds an historical and contemporary place in the development and
economic well being of the area.

The recorded mining history of the general area dates from the 1860's when
prospectors passed through the area. The many significant lode gold and other
mineral product deposits developed in the area was that of the Goldfield Camp,
1905, Coaldale coal field, 1913, Divide Silver Mining District, 1921 and the
Candalaria silver - gold mine which operated as an underground lode silver-gold
deposit in 1922 and again in the 1990's as an open cut, cyanide heap leach
operation.

GEOLOGICAL SETTING

REGIONAL GEOLOGY

The regional geology map of Nevada depicts the State as being underlain by all
types of rock units. These appear to range from oldest to youngest in an east to
west direction, respectively. The oldest units are found to occur in the
southeast corner of the State along the Colorado River. The bedrock units
exhibit a north-south fabric of alternating east-west ranges and valleys
suggesting E-W compression. Faulting plays a large part in many areas of Nevada
and an even larger part in the emplacement of mineral occurrences and ore
bodies.

LOCAL GEOLOGY

The local geology to the southwest of Tonopah, NV reveals a N-S trending,
elongate or elliptical blind-basin bounded, i.e. nearly closed off around its
perimeter by rock exposures.

Throughout this outcropping ring-shaped feature are abundant, scattered rock
exposures of Lower - Middle Paleozoic carbonate and aphanitic to very fine grain
sized sediments, as quartzite, siltstone, claystone and more abundant limestone.
Some transitional metamorphic rocks are interspersed. Abundance of Tertiary
volcanic rocks and minor sedimentary units overlie the older Paleozoic units.

PROPERTY GEOLOGY

The geology of the Cad property area may be described as being underlain by
Quaternary alluvium and playa deposits and some Lower Paleozoic limestone. This
young overburden covered basin within a larger surrounding area of known mineral
occurrences exhibits a good geological setting and portrays an excellent target
area to conduct exploration. The outcroppings partially surrounding or flanking
the alluvial covered valley and possibly underlying the mineral claim area
suggests mineral occurrences or structurally prepared bedrock may be sought
after in those areas.

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claims.
Readily available commodities markets exist in the U.S. and around the world for
the sale of gold, silver and other minerals. Therefore, we will likely be able
to sell any minerals that we are able to recover.

                                       7
<PAGE>
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. If we are unsuccessful in securing the products, equipment
and services we need we may have to suspend our exploration plans until we are
able to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

Our exploration programs in Nevada are subject to state and federal regulations
regarding environmental considerations. All operations involving the exploration
for the production of minerals are subject to existing laws and regulations
relating to exploration procedures, safety precautions, employee health and
safety, air quality standards, pollution of streams and fresh water sources,
odor, noise, dust and other environmental protection controls adopted by
federal, state and local governmental authorities as well as the rights of
adjoining property owners. We may be required to prepare and present to federal,
state or local authorities data pertaining to the effect or impact that any
proposed exploration for or production of minerals may have upon the
environment. All requirements imposed by any such authorities may be costly,
time consuming and may delay commencement or continuation of exploration or
production operations. Future legislation may significantly emphasize the
protection of the environment, and, as a consequence, our activities may be more
closely regulated to further the cause of environmental protection. Such
legislation, as well as further interpretation of existing laws in the United
States, may require substantial increases in equipment and operating costs and
delays, interruptions, or a termination of operations, the extent of which
cannot be predicted. Environmental problems known to exist at this time in the
United States may not be in compliance with regulations that may come into
existence in the future. This may have a substantial impact upon the capital
expenditures required of us in order to deal with such problem and could
substantially reduce earnings.

The regulatory bodies that directly regulate our activities are the Bureau of
Land Management (Federal) and the Nevada Department of Environmental Protection
(State).

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.

                                       8
<PAGE>
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.
We paid $3,500 for the geology report and $3,500 for the staking of the claims.

NUMBER OF EMPLOYEES

Our only employees are our officers, Matt Wayrynen and David Wolfin who
currently devote 4-5 and 2-3 hours respectively per week to company matters and
after receiving funding they plan to devote as much time as the board of
directors determines is necessary to manage the affairs of the company. There
are no formal employment agreements between the company and our current
employees.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.

ITEM 1A. RISK FACTORS

BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFIT IN THE FUTURE.

The report of our independent accountant to our audited financial statements for
the period ended February 29, 2008 indicates that there are a number of factors
that raise substantial doubt about our ability to continue as a going concern.
Such factors identified in the report are that we have no source of revenue and
our dependence upon obtaining adequate financing. If we are not able to continue
as a going concern, it is likely investors will lose all of their investment.

BECAUSE WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK
OF BUSINESS FAILURE.

                                       9
<PAGE>
We have only commenced exploration on the Cad 1-4 claims. Accordingly, we have
no way to evaluate the likelihood that our business will be successful. We have
not earned any revenues as of the date of this report.

Potential investors should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral property. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates.

OUR MINERAL EXPLORATION EFFORTS MAY BE UNSUCCESSFUL RESULTING IN ANY FUNDS SPENT
ON EXPLORATION BEING LOST.

No known bodies of commercial ore or economic deposits have been established on
our properties. Even in the event commercial quantities of minerals are
discovered, the exploration property might not be brought into a state of
commercial production. Finding mineral deposits is dependent on a number of
factors, including the technical skill of exploration personnel involved. The
commercial viability of a mineral deposit once discovered is also dependent on a
number of factors, some of which are particular attributes of the deposit, such
as size, grade and proximity to infrastructure, as well as metal prices.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES, WHICH COULD HURT OUR FINANCIAL POSITION
AND POSSIBLY RESULT IN THE FAILURE OF OUR BUSINESS.

The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE CAD 1-4
CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Cad 1-4 claims do not contain any known bodies of mineralization. If our
exploration programs are successful in establishing silver and gold of
commercial tonnage and grade, we will require additional funds in order to place
the Cad 1-4 claims into commercial production. We may not be able to obtain such
financing.

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.

Laws and regulations govern the exploration, development, mining, production,
importing and exporting of minerals; taxes; labor standards; occupational
health; waste disposal; protection of the environment; mine safety; toxic
substances; and other matters. In many cases, licenses and permits are required
to conduct mining operations. Amendments to current laws and regulations

                                       10
<PAGE>
governing operations and activities of mining companies or more stringent
implementation thereof could have a substantial adverse impact on the Company.
Applicable laws and regulations will require the Company to make certain capital
and operating expenditures to initiate new operations. Under certain
circumstances, the Company may be required to stop its exploration activities
once it is started until a particular problem is remedied or to undertake other
remedial actions.

BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

Our president and director, Mr. Matt Wayrynen, intends to devote approximately
10% of his business time (4-5 hours per week) providing his services to us and
our secretary and director Mr. David Wolfin devotes approximately 5% of his
business time (2-3 hours per week). While our directors presently possess
adequate time to attend to our interests, it is possible that the demands on our
directors from their other obligations could increase with the result that they
would no longer be able to devote sufficient time to the management of our
business.

ITEM 2. PROPERTIES

We do not currently own any property. The office facilities at 650 Ruby Way,
Crescent Valley, NV 89821 are provided to us on a rent free basis by the
directors of the company. The facilities include telephone, fax, a reception
area and office and meeting facilities. Management believes the current premises
are sufficient for its needs at this time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

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

There were no matters submitted to a vote of the security holders during the
year ended February 29, 2008.

                                       11
<PAGE>
                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since September 20, 2007 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol ELKV. There has been no active
trading market and thus no high and low sales prices to report.

SHARES AVAILABLE UNDER RULE 144

There are currently 7,200,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
7,200,000 shares are held by our officer and director. In general, under Rule
144 as amended, a person who has beneficially owned and held restricted
securities for at least six months, including affiliates, may sell publicly
without registration under the Securities Act, within any three-month period,
assuming compliance with other provisions of the Rule, a number of shares that
do not exceed the greater of(i) one percent of the common stock then outstanding
or, (ii) the average weekly trading volume in the common stock during the four
calendar weeks preceding such sale.

HOLDERS

As of February 29, 2008, we have 13,200,000 Shares of $0.001 par value common
stock issued and outstanding held by 28 shareholders of record.

The stock transfer agent for our securities is Holladay Stock Transfer, 2939
North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

We have generated no revenue since inception and have incurred $23,039 in
expenses through February 29, 2008. For the year ended February 29, 2008 we
incurred operating expenses of $15,524. For the year ended February 28, 2007 we
had operating expenses of $7,515.

                                       12
<PAGE>
Our cash in the bank at February 29, 2008 was $51,661. Our outstanding
liabilities were $2,700. Cash provided by financing activities since inception
is as follows:

     1.   On February 5, 2007, a total of 2,400,000 shares of common stock were
          issued in exchange for $12,000 US, or $.005 per share. These
          securities were issued to an officer and director of the company.

     2.   On June 28, 2007, we completed and closed our offering pursuant to a
          Registration Statement on Form SB-2 selling a total of 2,000,000
          shares at $.03 per share to raise $60,000.

Our plan of operation for the next twelve months is to complete our exploration
program. In addition to the remaining $49,000 we anticipate spending for the
exploration program, we anticipate spending an additional $5,000 on professional
fees, including fees associated with reporting obligation compliance, and
general administrative costs. Total expenditures over the next 12 months are
therefore expected to be approximately $54,000. If we do not have enough funds
to complete the exploration program our directors have agreed to loan us the
funds to continue operations.

We do not intend to purchase any significant property or equipment, nor incur
any significant changes in employees during the next 12 months. For the period
from inception to February 29, 2008, we had no revenues and incurred net
operating losses of $23,039, consisting of general and administrative expenses
primarily incurred in connection with the preparation and filing of our periodic
reports.

GOING CONCERN

We are an exploration stage company and currently have no operations. Our
independent auditor has issued an audit opinion for Elko Ventures which includes
a statement expressing substantial doubt as to our ability to continue as a
going concern.

PLAN OF OPERATION

Following is an outline of our exploration program:

PLAN OF OPERATION

Following is an outline of our exploration program:

PHASE 1 (COMPLETED)

Detailed prospecting, mapping and soil geochemistry.
The estimated cost for this program is all inclusive               $ 8,500

PHASE 1A (CURRENTLY IN PROCESS)

Detailed prospecting and soil geochemistry in the
specific areas where anomalies were identified in Phase 1.
The estimated cost for this program is all inclusive               $ 8,500

                                       13
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PHASE 2

Magnetometer and VLF electromagnetic, grid controlled
surveys over the areas of interest determined by the
Phase 1 survey. Included in this estimated cost is
transportation, accommodation, board, grid installation,
two geophysical surveys, maps and report                            10,500

PHASE 3

Induced polarization survey over grid controlled anomalous
area of interest outlined by Phase 1&2 fieldwork. Hoe or
bulldozer trenching, mapping and sampling of bedrock
anomalies. Includes assays, detailed maps and reports               30,000
                                                                   -------

                                         Total                     $57,500
                                                                   =======

Each phase following phase 1 is contingent upon favorable results from the
previous phase.

The above program costs are management's estimates based upon the
recommendations of the professional geologist's report and the actual project
costs may exceed our estimates.

The geologist has completed Phase 1 of the exploration program on the claim and
we have recently received his report. He recommended a continuation of Phase 1
(Phase 1A) to further examine anomalies that were identified in the initial
phase. We have directed him to proceed with Phase 1A. Following Phase 1A of the
exploration program, if it proves successful in identifying mineral deposits, we
intend to proceed with phase two of our exploration program. The estimated cost
of this program is $10,500 and will take approximately 10 days to complete and
an additional one to two months for the consulting geologist to receive the
results from the assay lab and prepare his report.

Following phase two of the exploration program, if it proves successful, we
intend to proceed with phase three of our exploration program. The estimated
cost of this program is $30,000 and will take approximately 20 days to complete
and an additional one to two months for the consulting geologist to receive the
results from the assay lab and prepare his report.

We anticipate commencing the second phase of our exploration program in summer
2008 and phase 3 in fall 2008 or spring 2009. We have a verbal agreement with
James McLeod, the consulting geologist who prepared the geology report on our
claims, to utilize his services for our exploration program. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
proceed with any work after the exploration program if we find mineralization.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

                                       14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
      PCAOB REGISTERED


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Elko Ventures Inc.
(An Exploration Stage Company)

We have audited the  accompanying  restated balance sheets of Elko Ventures Inc.
(An  Exploration  Stage  Company) as of February 29, 2008 and February 28, 2007,
and the related restated statements of operations, stockholders' equity and cash
flows for the years  ended  February  29, 2008 and  February  28, 2007 and since
inception  on  February 5, 2007  through  February  29,  2008.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures 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  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the restated  financial  statements  referred to above  present
fairly, in all material  respects,  the financial position of Elko Ventures Inc.
(An  Exploration  Stage  Company) as of February 29, 2008 and February 28, 2007,
and the related restated statements of operations, stockholders' equity and cash
flows for the years  ended  February  29, 2008 and  February  28, 2007 and since
inception on February 5, 2007 through  February 29,  2008,  in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 3 to the
financial  statements,  the  Company has an net loss of  $21,539,  which  raises
substantial doubt about its ability to continue as a going concern. Management's
plans  concerning  these  matters are also  described  in Note 3. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ Moore & Associates, Chartered
---------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
June 6, 2008


               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                       (702) 253-7499 Fax (702) 253-7501

                                       15
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                                 Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         (restated)         (restated)
                                                                           As of              As of
                                                                        February 29,       February 28,
                                                                            2008               2007
                                                                          --------           --------
<S>                                                                       <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                    $ 51,661           $  4,485
                                                                          --------           --------
TOTAL CURRENT ASSETS                                                        51,661              4,485
                                                                          --------           --------

      TOTAL ASSETS                                                        $ 51,661           $  4,485
                                                                          ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Due to a Director                                                       $  1,200           $     --
  Accounts Payable                                                           1,500                 --
                                                                          --------           --------
TOTAL CURRENT LIABILITIES                                                    2,700                 --

      TOTAL LIABILITIES                                                      2,700                 --

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 250,000,000
   shares authorized; 13,200,000 and 7,200,000 shares issued and
   outstanding as of February 29, 2008 and February 28, 2007)               13,200              7,200
  Additional paid-in capital                                                58,800              4,800
  Deficit accumulated during exploration stage                             (23,039)            (7,515)
                                                                          --------           --------
TOTAL STOCKHOLDERS' EQUITY                                                  48,961              4,485
                                                                          --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                            $ 51,661           $  4,485
                                                                          ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       16
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                            Statements of Operations
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 February 5, 2007
                                       (restated)            (restated)            (inception)
                                       Year ended            Year ended              through
                                       February 29,          February 28,          February 29,
                                          2008                  2007                  2008
                                       -----------           -----------           -----------
<S>                                    <C>                   <C>                   <C>
REVENUES
  Revenues                             $        --           $        --           $        --
                                       -----------           -----------           -----------
TOTAL REVENUES                                  --                    --                    --

OPERATIONG EXPENSES
  Mineral Exploration Expense                  750                 7,000                 7,750
  Office and Administration                  6,438                   515                 6,953
  Professional Fees                          8,335                    --                 8,335
                                       -----------           -----------           -----------
TOTAL OPERATING EXPENSES                   (15,524)               (7,515)              (23,039)

PROVISION FOR INCOME TAXES                      --                    --
                                       -----------           -----------           -----------

NET INCOME (LOSS)                      $   (15,524)          $    (7,515)          $   (23,039)
                                       ===========           ===========           ===========

BASIC EARNINGS PER SHARE               $     (0.00)          $     (0.00)
                                       ===========           ===========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING              11,249,180             7,200,000
                                       ===========           ===========
</TABLE>


                       See Notes to Financial Statements

                                       17
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                  Statements of Changes in Stockholders' Equity
           From February 5, 2007 (Inception) through February 29, 2008
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                       Deficit
                                                           (restated)  (restated)    Accumulated
                                              (restated)     Common    Additional      During
                                                Common       Stock      Paid-in      Development
                                                Stock        Amount     Capital         Stage        Total
                                                -----        ------     -------         -----        -----
<S>                                          <C>           <C>         <C>          <C>           <C>
BALANCE, FEBRUARY 5, 2007                            --     $    --     $     --      $      --     $     --

Stock issued for cash on February 5,
 2007 @ $0.005 per share                      7,200,000       7,200        4,800                      12,000

Net loss, February 28, 2007                                                              (7,515)      (7,515)
                                             ----------     -------     --------      ---------     --------

BALANCE, FEBRUARY 28, 2007                    7,200,000     $ 7,200     $  4,800      $  (7,515)    $  4,485
                                             ==========     =======     ========      =========     ========
Stock issued for cash on June 28, 2007
 @ $0.03 per share                            6,000,000       6,000       54,000                      60,000

Net loss, February 29, 2008                                                             (15,524)     (15,524)
                                             ----------     -------     --------      ---------     --------

BALANCE, FEBRUARY 29, 2008                   13,200,000     $13,200     $ 58,800      $ (23,039)    $ 48,961
                                             ==========     =======     ========      =========     ========
</TABLE>


Note:  On Janaury 31, 2008 the Company  effected a 3 for 1 forward  split of its
share  capital such that every one share of common stock issued and  outstanding
prior to the split was exchanged for three post-split shares of common stock.


                       See Notes to Financial Statements

                                       18
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       (restated)
                                                                                                     February 5, 2007
                                                                 (restated)         (restated)         (inception)
                                                                 Year ended         Year ended           through
                                                                 February 29,       February 28,       February 29,
                                                                    2008               2007               2008
                                                                  --------           --------           --------
<S>                                                              <C>                  <C>               <C>
FROM OPERATING ACTIVITIES
  Net income (loss)                                               $(15,524)          $ (7,515)          $(23,039)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:

  Changes in operating assets and liabilities:
    Increase (Decrease) in Due to a Director                         1,200                 --              1,200
    Increase (Decrease) in Accounts Payable                          1,500                 --              1,500
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (12,824)            (7,515)           (20,339)

FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           --                 --                 --

FROM FINANCING ACTIVITIES
  Issuance of common stock                                           6,000              7,200             13,200
  Additional paid-in capital                                        54,000              4,800             58,800
                                                                  --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       60,000             12,000             72,000
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                     47,176              4,485             51,661

CASH AT BEGINNING OF PERIOD                                          4,485                 --                 --
                                                                  --------           --------           --------

CASH AT END OF PERIOD                                             $ 51,661           $  4,485           $ 51,661
                                                                  ========           ========           ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:
  Interest                                                        $     --           $     --           $     --
                                                                  ========           ========           ========
  Income Taxes                                                    $     --           $     --           $     --
                                                                  ========           ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       19
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 29, 2008


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Elko Ventures Inc. (the Company) was incorporated under the laws of the State of
Nevada on February 5, 2007. The Company was formed to engage in the acquisition,
exploration and development of natural resource properties.

The  Company  is in the  exploration  stage.  Its  activities  to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced limited exploration  activities on its Cad 1-4 Mineral
Claims in the Paymaster Canyon Area of Esmeralda County, Nevada.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a February 28, year-end.

B. BASIC EARNINGS PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective July 10, 2006 (inception).

Basic net loss per share  amounts is computed  by  dividing  the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic  earnings per share because there are no dilutive items in
the Company.

C. CASH EQUIVALENTS

The Company considers all highly liquid  investments  purchased with an original
maturity of three months or less to be cash equivalents.

D. USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

                                       20
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 29, 2008


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

E. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and  liabilities  are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

NEW ACCOUNTING PRONOUNCEMENTS:

In November 2004, the Financial  Accounting  Standards  Board (FASB) issued SFAS
151,  Inventory  Costs - an amendment of ARB No. 43,  Chapter 4. This  Statement
amends the guidance in ARB No. 43,  Chapter 4,  "Inventory  Pricing," to clarify
the accounting for abnormal amounts of idle facility expense,  freight, handling
costs,  and  wasted  material  (spoilage).  Paragraph  5 of ARB 43,  Chapter  4,
previously  stated  that  "...  under  some  circumstances,  items  such as idle
facility expense,  excessive spoilage,  double freight, and rehandling costs may
be so  abnormal  as to require  treatment  as current  period  charges..."  This
Statement  requires  that those items be recognized  as  current-period  charges
regardless  of whether they meet the  criterion of "so  abnormal."  In addition,
this Statement  requires that  allocation of fixed  production  overheads to the
costs  of  conversion  be  based  on  the  normal  capacity  of  the  production
facilities.  The  provisions of this Statement will be effective for the Company
beginning  with its fiscal year ending  November 30, 2006.  Management  believes
that the adoption of this Statement will not have any immediate  material impact
on the Company.

In December  2004,  the FASB issued  SFAS No. 152,  "Accounting  for Real Estate
Time-Sharing Transactions--an amendment of FASB Statements No. 66 and 67" ("SFAS
152) The amendments  made by Statement 152 This Statement  amends FASB Statement
No.  66,  Accounting  for  Sales of Real  Estate,  to  reference  the  financial
accounting and reporting guidance for real estate time-sharing transactions that
is  provided in AICPA  Statement  of Position  (SOP)  04-2,  Accounting  No. 67,
Accounting for Costs and Initial Rental  Operations of Real Estate Projects,  to
state that the guidance for (a) incidental  operations and (b) costs incurred to
sell  real  estate   projects  does  not  apply  to  real  estate   time-sharing
transactions.  The accounting  for those  operations and costs is subject to the
guidance in SOP 04-2.  This Statement is effective for financial  statements for
fiscal years beginning after June 15, 2005, with earlier application encouraged.
The Company  believes that the  implementation  of this standard will not have a
material impact on its financial position, results of operations or cash flows.

                                       21
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 29, 2008


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This  Statement   requires  that  the  cost   resulting  from  all   share-based
transactions be recorded in the financial statements.  The Statement establishes
fair value as the measurement  objective in accounting for  share-based  payment
arrangements and requires all entities to apply a  fair-value-based  measurement
in accounting for share-based payment transactions with employees. The Statement
also  establishes  fair value as the measurement  objective for  transactions in
which an entity  acquires  goods or services from  non-employees  in share-based
payment transactions. The Statement replaces SFAS 13 "Accounting for Stock-Based
Compensation"  and supersedes APB Opinion No. 25 "Accounting for Stock Issued to
Employees".  The  provisions of this Statement will be effective for the Company
beginning with its fiscal year ending  November 30, 2006.  The Company  believes
that the  implementation of this standard will not have a material impact on its
financial position, results of operations or cash flows.

In March 2005,  the  Securities  and  Exchange  Commission  (SEC)  issued  Staff
Accounting  Bulletin No. 107 (SAB 107) which  provides  guidance  regarding  the
interaction  of SFAS 123 (R) and  certain  SEC  rules and  regulations.  The new
guidance  includes  the  SEC's  view on the  valuation  of  share-based  payment
arrangements  for  public  companies  and may  simplify  some of SFAS 123 (R) `s
implementation  challenges for registrants and enhance the information investors
receive.

In  March  2005,  the FASB  issued  FIN 47,  Accounting  for  Conditional  Asset
Retirement  Obligations,  which  clarifies  that  the  term  `conditional  asset
retirement  obligation'  as used in SFAS 143,  Accounting  for Asset  Retirement
Obligations,  refers  to a legal  obligation  to  perform  an  asset  retirement
activity in which the timing and/or method of settlement  are  conditional  on a
future  event that may or may not be within the  control of the  entity.  FIN 47
requires an entity to recognize a liability  for the fair value of a conditional
asset retirement obligation if the fair value can be reasonably  estimated.  FIN
47 is effective  no later than the end of the fiscal year ending after  December
15, 2005.  The Company does not believe that FIN 47 will have a material  impact
on its financial position or results from operations.

In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections.
This statement applies to all voluntary  changes in accounting  principle and to
changes required by an accounting  pronouncement if the  pronouncement  does not
include  specific  transition  provisions,  and it changes the  requirements for
accounting  for and  reporting  them.  Unless it is  impractical,  the statement
requires  retrospective  application of the changes to prior periods'  financial
statements. This statement is effective for accounting changes and correction of
errors made in fiscal year beginning after December 15, 2005.

                                       22
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 29, 2008


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In  February  2006,  the FASB  issued SFAS 155,  Accounting  for Certain  Hybrid
Financial  Instruments-an  amendment of FASB  Statements  No. 133 and 140.  This
statement amends FASB Statements No. 140, Accounting for Transfers and Servicing
of Financial Assets and Extinguishments of Liabilities.  This statement resolves
issues addressed in

Statement  133  Implementation  Issue No. D1,  Application  of Statement  133 to
Beneficial  Interests  in  Securitized   Financial  Assets.  This  statement  is
effective for all financial  instruments  acquired or issued after the beginning
of an entity's first fiscal year that begins after September 15, 2006.

In March 2006,  the FASB issued SFAS 156,  Accounting for Servicing of Financial
Assets-an  amendment  of FASB  Statement  No. 140.  This  statement  amends FASB
Statement  No. 140 with  respect to the  accounting  for  separately  recognized
servicing liabilities. An entity should adopt this statement as of the beginning
of its first fiscal year that begins after September 15, 2006.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,  which
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value  measurements.   SFAS  No.  157  does  not  require  any  new  fair  value
measurements,  but provides guidance on how to measure fair value by providing a
fair  value  hierarchy  used to  classify  the source of the  information.  This
statement is effective for us beginning May 1, 2008.

In September 2006, the FASB issued SFAS 158,  Employers'  Accounting for Defined
Benefit Pension and Other  Postretirement  Plans-an amendment of FASB Statements
No. 87, 88, 106, and 132(R)). This statement improves the financial reporting by
requiring an employer to recognize  the  overfunded or  underfunded  status of a
defined  benefit  postretirement  plan (other than a  multiemployer  plan) as an
asset or  liabilities  in its statement of financial  positions and to recognize
changes in that  funded  status in the year in which the changes  occur  through
comprehensive  income  of  a  business  entity.  This  statement  also  improves
financial  reporting by requiring an employer to measure the funded  status of a
plan as of the  date of its  year-end  statement  of  financial  position,  with
limited exceptions.

                                       23
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 29, 2008


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In  February  2007,  the FASB issued  SFAS NO.  159,  The Fair Value  Option for
Financial  Assets  and  Financial  Liabilities-Including  an  amendment  of FASB
Statement No. 115.  This  statement  permits  entities to choose to measure many
financial  instruments  and certain  items at fair value.  The  objective  is to
improve the financial  reporting by providing  entities with the  opportunity to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  statement  is  expected  to  expand  the  use of  fair  value
measurement objectives for accounting for financial instruments.  This statement
is  effective as of the  beginning of an entity's  first fiscal year that begins
after November 15, 2007.

In  December  2007,  the FASB  issued  SFAS  160,  Non-controlling  Interest  in
Consolidated  Financial  Statements-an  amendment of ARB No. 51. This  statement
amends  ARB  51  to  establish   accounting  and  reporting  standards  for  the
non-controlling  interest  in a  subsidiary  and  for the  deconsolidation  of a
subsidiary.  It also  changes  the  way the  consolidated  income  statement  is
presented for non-controlling interest. This statement improves comparability by
eliminating   diversity  of  methods.  This  statement  also  requires  expanded
disclosure.

In  March  2008,  the  FASB  issued  SFAS  161,   Disclosures  about  Derivative
Instruments and Hedging Activities--an amendment of FASB Statement No. 133. This
statement  is intended to enhance the  disclosure  requirements  for  derivative
instruments and hedging activities as required by SFAS 133.

In May 2008,  the FASB issued SFAS 162,  The  Hierarchy  of  Generally  Accepted
Accounting  Principles.  This  Statement  identifies  the sources of  accounting
principles  and the framework  for  selecting  the  principles to be used in the
preparation  of  financial  statements  of  nongovernmental  entities  that  are
presented in conformity with generally accepted accounting  principles (GAAP) in
the United States (the GAAP hierarchy).

NOTE 3. GOING CONCERN

The  accompanying  financial  statements are presented on a going concern basis.
The  Company  had limited  operations  during the period  from  February 5, 2007
(inception)  to  February  29, 2008 and  generated  a net loss of $23,039.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash of $51,661
is  sufficient  to cover the  expenses  they will incur  during the next  twelve
months in a limited operations scenario or until they raise additional funding.

                                       24
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 29, 2008


NOTE 4. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common.

NOTE 5. RELATED PARTY TRANSACTIONS

The Company  neither  owns nor leases any real or personal  property.  Beginning
March 1, 2007 the Company  has been paying a director  $100 per month for use of
office  space and  services.  The  officers  and  directors  of the  Company are
involved in other business activities and may, in the future, become involved in
other business opportunities as they become available.

Thus they may face a conflict in  selecting  between the Company and their other
business  interests.  The Company has not formulated a policy for the resolution
of such conflicts.

NOTE 6. INCOME TAXES

                                                         As of February 29, 2008
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforwards                            $ 23,039
     Other                                                             0
                                                                --------
     Gross deferred tax assets                                     7,833
     Valuation allowance                                          (7,833)
                                                                --------

     Net deferred tax assets                                    $      0
                                                                ========

Realization of deferred tax assets is dependent upon  sufficient  future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce  taxable  income.  As the  achievement of
required  future taxable income is uncertain,  the Company  recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of February 29, 2008,  the Company has a net operating loss  carryforward  of
approximately $23.039. Net operating loss carryforward expires twenty years from
the date the loss was incurred.

                                       25
<PAGE>
                               ELKO VENTURES INC.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                February 29, 2008


NOTE 8. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

On  February 5, 2007 the Company  issued a total of  7,200,000  shares of common
stock to one director for cash at $0.00167 per share for a total of $12,000.

On June 28, 2007 the Company completed its SB-2 registered offering and issued a
total of 6,000,000 shares of common stock to 27 unrelated third parties for cash
at $0.01 per share for a total of $60,000.

On January 31, 2008 the  Company  effected a 3 for 1 forward  split of its share
capital such that every one share of common stock issued and  outstanding  prior
to the split was exchanged  for three  post-split  shares of common  stock.  The
number of shares referred to in the previous  paragraphs is post-split number of
shares.   The  Company  also  changed  its  post-split   authorized  capital  to
250,000,000  shares of common  stock with a par value of $0.001  per share.  All
share amounts have been retroactively adjusted for all periods presented.

As of February 29, 2008 the Company had 13,200,000 shares of common stock issued
and outstanding.

NOTE 9. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of February 29, 2008:

     *    Common  stock,  $ 0.001  par  value:  250,000,000  shares  authorized;
          13,200,000 shares issued and outstanding.

NOTE 10. RESTATEMENT OF FINANCIAL STATEMENTS

In connection with the preparation of our audited  financial  statements for the
year  ended  February  29,  2008,  we  determined  that a  forward  split of the
Company's  share  capital had been  omitted in our  previously  filed  financial
statements.  As a result, we determined to restate our financial  statements for
the year ended February 29, 2008. The  restatements  are included in this Annual
Report on Form 10-K/A (Amendment No. 1).

                                       26
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, particularly during
the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The officers and directors of Elko Ventures Inc., whose one year terms will
expire 3/1/09, or at such a time as their successor(s) shall be elected and
qualified are as follows:

Name & Address               Age   Position    Date First Elected  Term Expires
--------------               ---   --------    ------------------  ------------
Matt Wayrynen                 45   President,       2/5/07            3/1/09
650 Ruby Way                       Treasurer,
Crescent Valley, NV 89701          CFO, CEO &,
                                   Director

David Wolfin                  39   Secretary        2/5/07            3/1/09
650 Ruby Way                       Director
Crescent Valley, NV  89701

The foregoing persons are promoters of Elko Ventures Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.

                                       27
<PAGE>
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Mr. Wayrynen currently devotes 4-5 hours per week to company matters. After
receiving funding per our business plan he intends to devote as much time as the
board of directors deems necessary to manage the affairs of the company. Mr.
Wolfin currently devotes 2-3 hours per week to company matters.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

RESUMES

MATT WAYRYNEN has been the President, CEO, Treasurer, CFO and a Director of the
Company since inception. From October 2002 to the present he has served as Vice
President of Operations and a Director of Bralorne Gold Mines Ltd., a British
Columbia corporation engaged in mining exploration located out of Vancouver,
British Columbia and quoted on the TSX Venture Exchange under the symbol BPM.
From August 2002 to the present he has served as a Director for Quinto Mining
Corporation, a British Columbia corporation engaged in mining exploration
located out of Delta, British Columbia and quoted on the TSX Venture Exchange
under the symbol QU. From June 2002 to the present he has served as CEO,
Executive Chairman and Director of Berkley Resources Inc., a British Columbia
corporation engaged in oil & gas exploration located out of Vancouver, British
Columbia and quoted on the TSX Venture Exchange under the symbol BKS, the OTC
"Pink Sheets" under the symbol BRKDF, and on the Frankfurt/Berlin exchanges
under the symbol W80. From July 2006 to the present he has served as Vice
President of Coral Gold Resources Ltd., a British Columbia corporation engaged
in mining exploration located out of Vancouver, British Columbia and duly quoted
on the TSX Venture Exchange under the symbol CGR and on the OTC BB under the
symbol CGREF. From June 2002 to July 2006 he also served as that Company's
President and a Director. From March 1996 to June 2002, Mr. Wayrynen was an
investment advisor with Golden Capital Securities Ltd., an stock brokerage
company located in Vancouver, British Columbia.

DAVID WOLFIN has been Secretary and Director of the Company since inception.
From November 2006 to the present he has served as Vice President of Finance and
a Director for Levon Resources Ltd., a British Columbia corporation engaged in
mining exploration located out of Vancouver, British Columbia and quoted on the

                                       28
<PAGE>
TSX Venture Exchange under the symbol LVN, the OTC "Pink Sheets" under the
symbol LVNVF and the Frankfurt exchange under the symbol L09. From June 2005 to
the present he has served as Vice President of Finance and a Director for
Berkley Resources Inc., a British Columbia corporation engaged in oil & gas
exploration located out of Vancouver, British Columbia and quoted on the TSX
Venture Exchange under the symbol BKS, the OTC "Pink Sheets" under the symbol
BRKDF, and on the Frankfurt/Berlin exchanges under the symbol W80. From January
2004 to the present he has served as Director for Mill Bay Ventures Inc., a
British Columbia corporation engaged in mining exploration located out of
Vancouver, British Columbia and is duly quoted on the TSX Venture Exchange under
the symbol MBV and the OTC "Pink Sheets" under the symbol MLBVF. From November
2003 to the present he has served as Director for Cresval Capital Corp., a
British Columbia corporation engaged in mining exploration located out of
Vancouver, British Columbia and quoted on the TSX Venture Exchange under the
symbol CRV. From September 1997 to the present he has served as a Director for
Coral Gold Resources Ltd., a British Columbia corporation engaged in mining
exploration located out of Vancouver, British Columbia and duly quoted on the
TSX Venture Exchange under the symbol CGR and on the OTC BB under the symbol
CGREF. From October 1995 to the present he has served as Vice President of
Finance and a Director for Bralorne Gold Mines Ltd., a British Columbia
corporation engaged in mining exploration located out of Vancouver, British
Columbia and quoted on the TSX Venture Exchange under the symbol BPM. From
October 1995 to the present he has served as President and a Director of Avino
Silver & Gold Mines Ltd., a British Columbia corporation engaged in mining
exploration located out of Vancouver, British Columbia and duly quoted on the
TSX Venture Exchange under the symbol ASM and the OTC BB under the symbol ASMGF.
From March 1992 to the present he has served as President and a Director of Gray
Rock Resources Ltd., a British Columbia corporation engaged in mining
exploration located out of Vancouver, British Columbia and quoted on the TSX
Venture Exchange under the symbol GRK.

ITEM 11. EXECUTIVE COMPENSATION

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>

M Wayrynen,     2008     0         0           0            0          0            0             0         0
CEO,            2007     0         0           0            0          0            0             0         0
President &     2006     0         0           0            0          0            0             0         0
Director


D Wolfin,       2008     0         0           0            0          0            0             0         0
Secretary &     2007     0         0           0            0          0            0             0         0
Director        2006     0         0           0            0          0            0             0         0
</TABLE>

                                       29
<PAGE>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
M Wayrynen     0              0              0           0           0           0            0           0            0

D Wolfin       0              0              0           0           0           0            0           0            0
</TABLE>

                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
M Wayrynen          0         0           0            0                0               0            0

D Wolfin            0         0           0            0                0               0            0
</TABLE>

There are no current employment agreements between the company and its executive
officers.

On February 5, 2007, a total of 2,400,000 shares of common stock were issued to
Mr. Wolfin in exchange for cash in the amount of $12,000 U.S., or $.005 per
share. On January 31, 2008, pursuant to a three for one forward stock split, the
number of shares held by Mr. Wolfin was increased to 7,200,000.

The terms of these stock issuances were as fair to the company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.

Mr. Wayrynen currently devotes approximately 4-5 hours per week to manage the
affairs of the company. Mr. Wolfin currently devotes 2-3 hours per week to the
company. Mr. Wayrynen and Mr. Wolfin have agreed to work with no remuneration
until such time as the company receives sufficient revenues necessary to provide
management salaries. At this time, we cannot accurately estimate when sufficient
revenues will occur to implement this compensation, or what the amount of the
compensation will be.

                                       30
<PAGE>
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Elko Ventures'
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of our common stock:

          Name of                        No. of            Percentage
     Beneficial Owner(1)                 Shares           of Ownership
     -------------------                 ------           ------------

     David Wolfin                      7,200,000               55%

     Matt Wayrynen                             0                0%

     All Officers and
     Directors as a Group              7,200,000               55%

----------
(1)  Each of the persons named above may be deemed to be a "parent" and
     "promoter" of the Company, within the meaning of such terms under the
     Securities Act of 1933, as amended, by virtue of his direct holdings in the
     Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Wayrynen and Mr. Wolfin was not paid for any underwriting services that they
performed on our behalf with respect to our SB-2 offering. They will also not
receive any interest on any funds that they may advance to us for expenses if we
experience a shortfall of funds.

On February 5, 2007, a total of 2,400,000 shares of Common Stock were issued to
Mr. Wolfin in exchange for $12,000 US, or $.005 per share. On January 31, 2008,
pursuant to a three for one forward stock split, the number of shares held by
Mr. Wolfin was increased to 7,200,000.

All of such shares are "restricted" securities, as that term is defined by the
Securities Act of 1933, as amended, and are held by an officer and director of
the Company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $6,500, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended February 29, 2008.

For the year ended February 28, 2007, the total fees charged to the company for
audit services were $Nil, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil.

                                       31
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS

<TABLE>
<CAPTION>
                                                                           Incorporated by Reference
Exhibit No.                 Exhibit                                            or Filed Herewith
-----------                 -------                                            -----------------
<S>            <C>                                                 <C>
   3.1         Articles of Incorporation                           Incorporated by reference to the Registration
                                                                   Statement  on Form SB-2 filed with the SEC on
                                                                   3/20/07 and subsequently amended and filed on
                                                                   Form 8-K on 1/31/08, File No. 333-141426

   3.2         Bylaws                                              Incorporated by reference to the Registration
                                                                   Statement on Form SB-2 filed with the SEC on
                                                                   3/20/07, File No. 333-141426

   31          Section 302 Certification of Chief Executive        Filed herewith
               Officer and Chief Financial Officer

   32          Section 906 Certification of Chief Executive        Filed herewith
               Officer and Chief Financial Officer
</TABLE>

                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K/A and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Las
Vegas, state of Nevada.

June 9, 2008                  Elko Ventures Inc., Registrant


                              By: /s/ Matt Wayrynen
                                  ----------------------------------------------
                                  Matt Wayrynen, President, Chief Executive
                                  Officer, Principal Accounting Officer, and
                                  Chief Financial Officer & Director

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

June 9, 2008                  Elko Ventures Inc., Registrant


                              By: /s/ Matt Wayrynen
                                  ----------------------------------------------
                                  Matt Wayrynen, President, Chief Executive
                                  Officer, Principal Accounting Officer, and
                                  Chief Financial Officer & Director


                              By: /s/ David Wolfin
                                  ----------------------------------------------
                                  David Wolfin, Secretary & Director

                                       32