U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K AMENDED

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

OKANA VENTURES, INC.

----------------------------

(Name of Registrant in its charter)

918 16^TH Avenue, #159

Calgary, Alberta

Canada, T2M 0K3

(403) 775 - 7643

(Address and telephone number of principal executive offices)

Nevada Corporate Headquarters, Inc.

#700 – 101 Convention Center Drive

Las Vegas, Nevada 89109

(702) 873-3488

(Name, address and telephone numbers of agent for service)

Securities registered under Section 12(b) of the Act:

Title of Class:

Common Stock

Securities registered under Section 12(g) of the Act:

None

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    [  ]

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

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [  ]  No [X] (Not required by smaller reporting companies)

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

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

Large Accelerated Filer [  ]

Accelerated Filer [  ]

Non-Accelerated Filer [  ]

Smaller reporting company [X]

(Do not check if a smaller reporting company)

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  [  ] 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 December 31, 2009:  The Company’s common stock is not currently traded.

Number of shares of common stock, $0.0001 par value per share, of the registrant outstanding as of December 31, 2009: 3,350,000

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated herein by reference.

Explanatory Note

The sole purpose of this amendment to the annual report of Okana Ventures , Inc. on Form 10K filed March 8, 2010, sec file number 001-33715, is to include the Auditor’s Report.  This report was inadvertently omitted.

Contents

PART I.

4

ITEM 1.  BUSINESS

4

ITEM 1A.  RISK FACTORS

4

ITEM 1B.  UNRESOLVED STAFF COMMENTS

5

ITEM 2.  PROPERTIES

5

ITEM 3.  LEGAL PROCEEDINGS

6

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

6

PART II.

6

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES                                            6

ITEM 6.  SELECTED FINANCIAL DATA

7

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.                                                                                               8

ITEM 8.  FINANCIAL STATEMENTS

9

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE                                                                    10

ITEM 9AT.  CONTROLS AND PROCEDURES

23

ITEM 9B.  OTHER INFORMATION

24

PART III

24

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

24

ITEM 11.  EXECUTIVE COMPENSATION.

25

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS                                               26

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                                                                                                                         27

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

27

PART IV

28

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES

28

SIGNATURES

28

PART I.

ITEM 1.  BUSINESS

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

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

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

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

At the present, we have no employees and only one officer and director, who plans to devote only eight hours per week to our operations.

The Company’s common stock has been assigned the ticker symbol OKNV and has been approved for trading on the Over-The-Counter Bulletin Board (“OTCBB”).  However, no trading market has developed.

Our business address is #159-918 16^TH Avenue, Calgary, Alberta, Canada T2M 0K3 and our telephone number is (403) 873-3488.  Our registered statutory office is located at #700—101 Convention Center Drive, Las Vegas, Nevada 89109.  Our fiscal year end is December 31.  Our mailing address is #159-918 16^TH Avenue, Calgary, Alberta, Canada T2M 0K3.

ITEM 1A.  RISK FACTORS

Not applicable.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

On May 27, 2005, we entered into an agreement (“Mineral Purchase Agreement”) to purchase a mineral property, known as the “Westmoreland Property”, comprising three (3) mining claims located in British Columbia, Canada, from Roger William MacInnis and Warner Gruenwald, jointly, both of whom are non-affiliated third parties.  The purchase price for the Westmoreland Property was CAD $40,000 and was payable in staged payments to Messrs. MacInnis and Gruenwald consisting of:  CAD $5,000 on signing, CAD $5,000 one year from signing, CAD $10,000 two years after signing, all of which payments were made, and a final payment on the third anniversary of signing of CAD $20,000.  In addition, we were required to make property exploration expenditures of CAD $60,000 over a four year period, with CAD $30,000 of exploration expenditures to be performed by the second anniversary date.  We could have, in our sole discretion, paid cash to Messrs. MacInnis and Gruenwald in lieu of performing part or all of the CAD $60,000 exploration expenditures.  We were also required to pay a royalty of 2% on all mineral commodities sold from the claim.  This royalty could be reduced to 1% at any time upon payment of CAD $500,000.  In the event we defaulted in making any cash payments or exploration expenditures as required under the Mineral Purchase Agreement, and such default continues for 30 days after notice to Okana, or if Okana has given the vendors 30 days notice of its intention to terminate the Mineral Purchase Agreement, the mineral property would revert back to the vendors.

On March 29, 2006, we paid a CAD $3,180 maintenance fee to the Government of British Columbia on the mineral property.  This payment was made in order to maintain the mineral property in good standing until we were able to perform exploration work on the mining property that could be credited toward future required maintenance fees.  This payment also qualified as an exploration expenditure on the Westmoreland Property under the terms of the Mineral Purchase Agreement.

In January 2007, we acquired an additional mineral claim of approximately 185 hectares that was adjacent to the Westmoreland Property.  This additional mineral claim became available and was staked by Mr. Gruenwald, who, under the terms of our original agreement to purchase the Westmoreland Property, was required to transfer, without charge, any mineral claim acquired subsequent to the agreement, and within 10 kilometers of the Westmoreland Property, to the Company.  

In October 2006, a small work program of CAD $4,980 was carried out on the Westmoreland Property, and an assessment report was filed for this exploration work with the Government of British Columbia in January 2007.  This assessment work was credited toward maintenance fees on all of these mineral properties.  As a result, all of the mineral properties were in good standing until October 31, 2008.  A further work program of CAD $22,306 was carried out on the mineral properties in the summer of 2007.  Based on the results of this exploration, management decided not to proceed with any further exploration on these mining properties.  In April, 2008 the

Company terminated the Mineral Purchase Agreement and transferred title to the Westmoreland Property back to Messrs. Gruenwald and MacInnis in accordance with the terms of the Mineral Purchase Agreement.  The Company has no further liability in relation to these mining properties.

The Company is currently searching for a mining property in its early stage of development upon which it can carry out exploration for the purpose of determining its economic viability.

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

ITEM 3.  LEGAL PROCEEDINGS  

The Company is not involved in any legal proceedings.

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

There were no matters submitted to a vote of security holders.

PART II.

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

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

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

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

and any amendments thereto, attached as exhibits to the Company’s previously filed SB-2.  As of December 31, 2009, the Company had 3,350,000 shares of common stock outstanding.

Non-Cumulative Voting.

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

Share Purchase Warrants

At December 31, 2009, no share purchase warrants were outstanding.

Share Purchase Options

At December 31, 2009, there were no share purchase options outstanding.  

Dividends.

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

Transfer Agent.

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

ITEM 6.  SELECTED FINANCIAL DATA

Not applicable

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

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

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

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

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

Liquidity and Capital Resources

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

We have discussed this matter with our officers and directors, and Mr. Upham, one of our directors and our President, has agreed to advance funds as needed to maintain our operations until such time as we are able to raise additional funding for the purpose of acquiring a right or interest in or to a mining property and carrying out exploration work thereon.  There are no written agreements covering these loans, and the loans are payable on demand without interest.  Mr. Upham has advanced $83,692 to date.  At the present time, we are still attempting to raise additional funding either by additional debt or equity financing.  Other than as described in this paragraph, we have no other immediate financing plans.

We issued 75,000 shares of common stock on May 10, 2005, for a purchase price of $1,500 and 775,000 shares of common stock on July 31, 2006, for a purchase price of $15,500.  All of these shares were issued pursuant to the exemption from registration set forth in section 4(2) of the Securities Act of 1933.  We issued a further 2,500,000 shares of common stock on June 18, 2007 for a purchase price of $50,000 pursuant to our SB-2 offering.  Mr. Upham, a director of our Company, has provided us with various loans totaling $83,692 for legal fees, audit fees, mineral property acquisition and working capital.  The amount owed to Mr. Upham is non-interest bearing, unsecured and due on demand.  Accordingly, the loans are classified as current liabilities, and we record interest at 6% per annum as additional paid-in capital.

ITEM 8.  FINANCIAL STATEMENTS

Included herewith are the following financial statements:

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

AUDITED FINANCIAL STATEMENTS

DECEMBER 31, 2009 AND 2008

AND FOR THE PERIOD OF MAY 9, 2005 (INCEPTION) TO DECEMBER 31, 2009

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

INDEX TO AUDITED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

AND THE PERIOD OF MAY 9, 2005 TO DECEMBER 31, 2009

          Page(s)

     Report of Independent Registered Public Accounting Firm                                    1

     Balance Sheets as of December 31, 2009 and 2008           

   2

    Statements of Operations and Comprehensive Loss for the Years

        Ended December 31, 2009 and 2008 with Cumulative Totals

        Since Inception

       3  

    Statement of Changes in Stockholders’ Deficit for the Period May 9,

       2005 (Inception) to December 31, 2009

     4

    Statements of Cash Flows for the Years Ended December 31, 2009

  and 2008 with Cumulative Totals Since Inception

      5

    Notes to Financial Statements

     6-12

OKANA VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

DECEMBER 31, 2009 AND 2008

The accompanying notes are an integral part of these financial statements

2

OKANA VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER  31, 2009 AND 2008  

 (WITH CUMULATIVE TOTALS SINCE INCEPTION)

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

3

OKANA VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

FROM MAY 9, 2005 (INCEPTION) TO DECEMBER 31, 2009

The accompanying notes are an integral part of these financial statements

4

OKANA VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008

(WITH CUMULATIVE TOTALS SINCE INCEPTION)

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

5

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 1-

ORGANIZATION AND BASIS OF PRESENTATION

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

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company

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

Use of Estimates

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

Cash and Cash Equivalents

Cash and cash equivalents consists principally of currency on hand, demand deposits at commercial banks, and liquid investment funds having a maturity of three months or less at the time of purchase.  The Company had $2,515 and $148 in cash and cash equivalents as of December 31, 2009 and 2008, respectively.

Start-up Costs

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

Common Stock Issued For Other Than Cash

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

6

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)

Net Income or (Loss) Per Share of Common Stock

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

share:

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

Recently Enacted Accounting Standards

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

Statement of Financial Accounting Standards (“SFAS”) SFAS No. 165 (ASC Topic 855), “Subsequent Events,” SFAS No. 166 (ASC Topic 810), “Accounting for Transfers of Financial Assets-an Amendment of FASB Statement No. 140”, SFAS No. 167 (ASC Topic 810), “Amendments to FASB Interpretation No. 46(R)”, and SFAS No. 168 (ASC Topic 105), “The FASB Accounting Standards

7

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 2-

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(CONTINUED)

Recently Enacted Accounting Standards (Continued)

Codification and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162” were recently issued.  The Company has adopted SFAS No. 165.  SFAS No. 166, 167, and 168 have no current applicability to the Company or their effect on the financial statements would not have been significant.

Accounting Standards Update (”ASU”) ASU No. 2009-05 (ASC Topic 820, which amends “Fair Value Measurements and Disclosures – Overall”, ASU No 2009-13 (ASC Topic 605), “Multiple-Deliverable Revenue Arrangements”, ASU No. 2009-14 (ASC Topic 985), “Certain Revenue Arrangements that include Software Elements”, and various other ASU’s, No. 2009-2 through ASU No. 2010-10, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities, were recently issued.  These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

In December of 2009, the FASB issued ASU 2009-16, “Transfers and Servicing,” (Topic 860): “Accounting for Transfers of Financial Assets.”  This Update amends the FASB Accounting Standards Codification for Statement 166.  Also in December of 2009, the FASB issued ASU 2009-17, “Consolidations (Topic 810):  Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.”  This Update  amends the FASB Accounting Standards Codification for Statement 166.  Neither of these updates has any current applicability to the Company’s financial reporting.

Mineral Acquisition and Exploration Costs

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

8

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 3-

PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes.  Deferred taxes are provided in the financial statements under FASC 740-10-65-1 to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods  and allowances based on the income taxes expected to be payable in future years.  Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.  Operating loss carry-forwards generated during the period from May 9, 2005 (date of inception) through December 31, 2009 of approximately $156,256 will begin to expire in 2025.  Accordingly, deferred tax assets of approximately $54,690 were offset by the valuation allowance.  For the year ended December 31, 2009 the allowance increased by approximately $9,652.

The Company has no tax positions at December 31, 2009 and 2008 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense.  During the years ended December 31, 2009 and 2008 the Company recognized no income tax related interest and penalties.  The Company had no accruals for income tax related interest and penalties at December 31, 2009 and 2008.  

NOTE 4 -

STOCKHOLDERS’ DEFICIT

Common Stock

As of December 31, 2009 the Company has 100,000,000 shares of common stock authorized and 3,350,000 issued and outstanding.

The following details the stock transactions for the Company:

On May 10, 2005 the Company sold 75,000 shares of its common stock at

$.02 per share for $1,500 cash to provide initial working capital.

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

9

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 4 -

STOCKHOLDERS’ DEFICIT (CONTINUED)

Common Stock (Continued)

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

The $157,322 comprehensive loss as of December 31, 2009, less the $67,000 cash received for stock and the $9,195 imputed interest on loans from stockholders yields a stockholders’ deficit of $81,127.

NOTE 5 -

ACQUISITION OF MINERAL RIGHTS

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

rates, payments on the Property are stated in CAD as follows:

Upon signing of the Agreement and transfer of title (paid)       $    5,000

On or before May 27, 2006 (paid)                                                   5,000

On or before May 27, 2007 (paid)                                                 10,000

On or before May 27, 2008                                                            20,000

     -----------

TOTAL

    $ 40,000

     ======

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

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

10

OKANA VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 5 -

ACQUISITION OF MINERAL RIGHTS (CONTINUED)

Accordingly, the Company expenses Property payments when paid and exploration costs as incurred.

On April 12, 2008, the Company gave notice of termination of the Agreement, effective April 18, 2008.  As a result, the Company has no further obligations for purchase or exploration of those mineral claims.  The Company plans to evaluate other properties for future acquisition and exploration

During the year ended December 31, 2008 the Company made no payments on the property, leaving total property payments made during the period of May 9, 2005 (inception) to December 31, 2009 at $20,000 CAD, recorded as $17,818 USD.  In the same period, the Company has paid a total of $31,808 CAD for exploration work or cash in lieu of exploration work, recorded as $29,722 USD.

NOTE 6 -

NOTES PAYABLE TO STOCKHOLDERS

The Company’s President, who is also a stockholder, regularly advances funds to the Company in exchange for demand notes at a zero interest rate.  Since the notes have no stated maturity date, the Company records simple annual interest of 6% on the outstanding principal.  Interest expense is recorded as an addition to paid-in capital.  The Company incurred and recorded $4,071 in interest expense during the year ended December 31, 2009, bringing the total to $9,195 since inception on May 9, 2005.  The notes are due on demand and therefore reported as current liabilities. As of December 31, 2009 the Company owed $83,692 to the stockholder.

NOTE 7 -

FOREIGN CURRENCY TRANSLATION

Assets and liabilities denominated in Canadian dollars are revalued to the United States dollar equivalent as of December 31, 2009.  The ($1,066) effect of change in exchange rates from the transaction dates to the reporting date is reported as a Cumulative Currency Translation Adjustment.

11

OKANA VENTURES, INC.

 (AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

NOTE 8 -

GOING CONCERN

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

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

NOTE 9 -

SUBSEQUENT EVENTS

The Company has evaluated events from December 31, 2009 through the date the financial statements were issued and has determined there are no items to disclose.

NOTE 10 -

RESTATEMENT OF CASH FLOWS, DECEMBER 31, 2008

It is the Company’s accounting policy to report the revaluation of Canadian denominated Notes Payable To Stockholder as an inclusion in the cash flow effect of Proceeds of Notes Payable to Stockholder in the Statement of Cash Flows.  An alternative interpretation was included in the December 31, 2008 Statement of Cash Flows, affecting only that Statement as presented above for comparison.  In accordance with ASC Topic 250-10-45, the correction is explained as:

As Reported

As Corrected

Proceeds Of Notes Payable to

   Stockholder

   $15,923

   $14,095

Effect Of Foreign Currency

   Translation Adjustment

      1,206

      3,034

12

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

There have been no disagreements of any kind with the Company’s independent auditors.

ITEM 9AT.  CONTROLS AND PROCEDURES

Evaluation of Our Disclosure Controls and Internal Control

Okana carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined by Rule 13-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) under the supervision and with the participation of Okana’s chief executive officer and chief financial officer as of the end of the period covered by this annual report (the “Evaluation Date”). Based on and as of the date of such evaluation, the aforementioned officers have concluded that Okana’s disclosure controls and procedures were effective such that the information relating to us, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports was (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

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

As of December 31, 2009, management assessed the effectiveness of our internal control over financial reporting.  The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a set of processes designed by, or under the supervision of, the Company's CEO and contract CFO, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.   

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.  In evaluating the effectiveness of our

internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework. Based on that evaluation, they concluded that, as of December 31, 2009, a material weakness exists in the Company’s internal control procedures, in that one individual who, as an officer and director of the Company, has sole access and authority to receive cash and make cash disbursements. However, management believes that this material weakness did not have an effect on our financial results.

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

Officers’ Certifications

Appearing as exhibits to this Annual Report are “Certifications” of our Chief Executive Officer and Chief Financial Officer.  The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification.  This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

Changes in Internal Control Over Financial Reporting

There were no significant changes in Okana’s internal controls or in other factors that could significantly affect these controls during the period covered by this report.

ITEM 9B.  OTHER INFORMATION

During the fourth quarter of the fiscal year ended December 31, 2009, there was no information required to be reported on Form 8-K which was not previously reported.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The names, ages, and respective positions of the directors, officers, and significant employees of the Company are set forth below.  

Michael Upham has been our secretary, treasurer, chief financial officer and chief accounting officer since inception and became president and chief executive officer on July 9, 2008.  Mr. Upham was also a director of Beeston Enterprises Ltd., a developing company in the health service industry, from September 1999 to May 2005.  Mr. Upham has been in the retail sales and marketing sector for over 35 years.  He was manager of Jack Fraser’s, a Canadian men’s clothing chain, having worked his way up to a management level during his term with the company from 1971 to 1977.  In 1978, Mr. Upham joined the sales staff at Finns Clothiers, where he worked as senior sales representative until 1985.  In 1986, he became district sales manager for Playtex Canada Ltd.  Mr. Upham left Playtex Canada Ltd. in 1996 to become district sales manager for Imperial Tobacco Company Limited, a position he held until his retirement in 2009.  Mr. Upham is prepared to devote 20% of his time, or approximately eight hours per week, to our operations.

None of Okana’s directors or executive officers have been involved, during the past five years, in any bankruptcy proceedings, conviction or criminal proceedings; has not been subject to any order, judgment, or decree, not subsequently reversed or suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and has not been found by a court of competent jurisdiction, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

There are no family relationships between any of the Company’s officers and directors.

There have been no changes in the procedures by which security holders may recommend nominees to the Company’s Board of Directors.

The Board of Directors does not currently have a standing audit committee.

Significant Employees

Okana has no significant employees other than the officers and directors described above, whose time and efforts are being provided to Okana without compensation.

Compliance with Section 16(a) of the Exchange Act.

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

Code of Ethics

Okana has not adopted a code of ethics at this time.

ITEM 11.  EXECUTIVE COMPENSATION.

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

Compensation to Directors

Our directors did not receive any compensation for their services as director during the year ended December 31, 2009.

Summary of Options Grants

We did not grant any stock options to any executive officer or director during the year ended December 31, 2009.

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

As of December 31, 2009, Okana had no compensation plans in effect under which equity securities are authorized for issuance.

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

There are currently no authorization plans in effect.

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

Other than as set forth in Item 7, there are no relationships, transactions, or proposed transactions to which the registrant was or is to be a party, in which any of the named persons set forth in Item 404 of Regulation S-K had or is to have a direct or indirect material interest.

None of the directors qualify as independent directors.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees.

The aggregate fees billed to us by our principal accountant for services rendered during the fiscal years ended December 31, 2009 and 2008 are set forth in the table below:

(1)

Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

(2)

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under “Audit fees.”

(3)

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.

(4)

All other fees consist of fees billed for all other services.

Audit Committee’s Pre-Approval Practice.  

We do not have an audit committee.  Our board of directors performs the function of an audit committee.  Section 10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our

auditors from performing audit services for us as well as any services not considered to be audit services unless such services are pre-approved by our audit committee or, in cases where no such committee exists, by our board of directors (in lieu of an audit committee) or unless the services meet certain de minimis standards.

PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENT AND SCHEDULES

SIGNATURES

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

OKANA VENTURES, INC.

Date:  March 9, 2010   

            /s/ Michael Upham

           Michael Upham, President, CEO

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

/s/ Michael Upham                                                                 Date:    March 9, 2010