Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Vansen Pharma Inc.Financial_Report.xls
EX-31.2 - CERTIFICATION - Vansen Pharma Inc.okana_ex312.htm
EX-32.1 - CERTIFICATION - Vansen Pharma Inc.okana_ex321.htm
EX-31.1 - CERTIFICATION - Vansen Pharma Inc.okana_ex311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2011
 
or
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from_______________to______________
 
Commission File Number 001-33715
 
OKANA VENTURES, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
 
20-2881151
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
Moliere No. 222, Torre de Oficinas,
Col. Los Morales Polanco,
Delgacion Miguel Hidalgo, Mexico City, Mexico
 
N/A
(Address of principal executive offices)
 
(Zip Code)
 
775-636-6986
(Registrant’s telephone number, including area code)
 
N/A
(Former name, former address and former fiscal year, if changed since last report)
 
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. x YES    o NO
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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).x YES   o NO
 
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.
 
Large accelerated filer o Accelerated filer o
Non-accelerated filer o Smaller reporting company x
(Do not check if a smaller reporting company)      
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act  o YES     x NO
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
o YES    o NO
 
APPLICABLE ONLY TO CORPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
3,350,000 common shares issued and outstanding as of November 17, 2011.
 


 
 

 
 
PART I — FINANCIAL INFORMATION

 
ITEM 1. FINANCIAL STATEMENTS.
 
In the opinion of management, the accompanying balance sheets and related interim statements of operations and comprehensive loss, and cash flows include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in our Form 10-K filed on April 15, 2011 and our 10K/A filed on June 28, 2011, with the U.S. Securities and Exchange Commission.

 
2

 
 
OKANA VENTURES, INC.
 (AN EXPLORATION STAGE COMPANY)
INDEX TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
 
   PAGES
   
Condensed Balance Sheets as of September 30, 2011 (unaudited) and December 31, 2010 F-1
   
Condensed Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2011 and 2010 (unaudited) with Cumulative Totals Since Inception (unaudited) F-2
   
Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010 (unaudited) with Cumulative Totals Since Inception (unaudited) F-3
   
Notes to Condensed Financial Statements F-4
 
 
3

 
 
OKANA VENTURES, INC.
 (AN EXPLORATION STAGE COMPANY)
Balance Sheets
September 30, 2011 (unaudited) and December 31, 2010
 
   
SEPTEMBER 30,
   
DECEMBER 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
ASSETS
             
Current Assets
           
  Cash and cash equivalents
  $ -     $ 58  
    Total Current Assets
    -       58  
                 
TOTAL ASSETS
  $ -     $ 58  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
                 
LIABILITIES
               
Current Liabilities
               
  Accounts payable
  $ 6,449     $ 6,007  
  Notes and loans payable to stockholder
    113,337       102,010  
                 
      Total Current Liabilities
    119,786       108,017  
                 
      Total Liabilities
    119,786       108,017  
                 
STOCKHOLDERS' (DEFICIT)
               
  Common stock, par value $.0001, 100,000,000 shares authorized
               
   and 3,350,000 shares issued and outstanding
    335       335  
  Additional paid-in capital
    86,459       81,498  
  Deficit accumulated during the pre-exploration and exploration stages
    (204,950 )     (187,858 )
  Cumulative other comprehensive gain or (loss)
    (1,630 )     (1,934 )
                 
      Total Stockholders' (Deficit)
    (119,786 )     (107,959 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
  $ -     $ 58  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-1

 
 
OKANA VENTURES, INC.
 (AN EXPLORATION STAGE COMPANY)
Condensed Statements of Operations and Comprehensive Loss
September 30, 2011 and 2010
(Unaudited)
 
               
Cumulative
 
               
May 9, 2005
 
    THREE MONTHS ENDED     NINE MONTHS ENDED    
(Inception) to
 
    SEPTEMBER 30,     SEPTEMBER 30,    
September 30,
 
   
2011
   
2010
   
2011
   
2010
   
2011
 
                               
INCOME
  $ -     $ -     $ -     $ -     $ -  
                                         
OPERATING EXPENSES
                                       
Organizational expenses
    -       -       -       -       1,097  
Mineral property costs
    -       5,000       -       5,000       52,540  
Consulting
    -       -       -       -       1,200  
Professional fees
    2,301       3,438       8,301       14,983       94,215  
Administrative expenses
    1,649       430       3,705       1,424       41,998  
Taxes and licenses
    -       -       -       200       375  
       Total Operating Expenses
    3,950       8,868       12,006       21,607       191,425  
                                         
OTHER INCOME AND (EXPENSE)
                                       
Miscellaneous consulting income
    -       -       -       -       7,224  
Interest, net
    (1,703 )     (1,483 )     (5,086 )     (4,144 )     (20,749 )
                                         
      Total other income and (expense)
    (1,703 )     (1,483 )     (5,086 )     (4,144 )     (13,525 )
                                         
NET LOSS APPLICABLE TO COMMON SHARES
  $ (5,653 )   $ (10,351 )   $ (17,092 )   $ (25,751 )   $ (204,950 )
                                         
Foreign currency translation adjustment
    1,003       (311 )     304       (327 )     (1,630 )
                                         
COMPREHENSIVE LOSS
  $ (4,650 )   $ (10,662 )   $ (16,788 )   $ (26,078 )   $ (206,580 )
                                         
                                         
NET LOSS PER BASIC AND DILUTED SHARES
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.01 )        
                                         
WEIGHTED AVERAGE NUMBER OF COMMON
                                       
    SHARES OUTSTANDING
    3,350,000       3,350,000       3,350,000       3,350,000          
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
 
OKANA VENTURES, INC.
 (AN EXPLORATION STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS
SEPTEMBER 30, 2011 AND 2010
(UNAUDITED)
 
         
Cumulative
 
   
NINE MONTHS ENDED
   
May 9, 2005
 
    SEPTEMBER 30,    
(Inception) to
 
   
2011
   
2010
   
September 30, 2011
 
                   
CASH FLOWS FROM OPERATING ACTIVITIES
                 
   Net loss
  $ (17,092 )   $ (25,751 )   $ (204,950 )
   Adjustments to reconcile net loss to net cash
                       
     (used in) operating activities
                       
     Interest expense - related party
    4,961       4,101       19,794  
  Changes in assets and liabilities
                       
     Decrease (increase) in prepaid expenses
    -       2,549       -  
     Increase (decrease) in accounts payable and
                       
       accrued expenses
    443       253       6,450  
     Total adjustments
    5,404       6,903       26,244  
                         
     Net cash (used in) operating activities
    (11,688 )     (18,848 )     (178,706 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
    -       -       -  
                         
       Net cash (used in) investing activities
    -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
    Sale of common stock
    -       -       67,000  
    Proceeds from notes payable to stockholders
    11,630       16,727       113,329  
                         
       Net cash provided by financing activities
    11,630       16,727       180,329  
                         
EFFECT OF FOREIGN CURRENCY
                       
  TRANSLATION ADJUSTMENT
    -       (327 )     (1,623 )
                         
NET INCREASE (DECREASE) IN
                       
    CASH AND CASH EQUIVALENTS
    (58 )     (2,448 )     -  
                         
CASH AND CASH EQUIVALENTS -
                       
    BEGINNING OF PERIOD
    58       2,515       -  
                         
CASH AND CASH EQUIVALENTS - END OF PERIOD
  $ -     $ 67     $ -  
                         
SUPPLEMENTAL CASH FLOW INFORMATION:
                       
     Cash paid for interest
  $ 125     $ -     $ -  
     Cash paid for taxes
  $ -     $ -     $ -  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
NOTE 1-
BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements of Okana Ventures, Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2010 as reported in Form 10-K, have been omitted.

NOTE 2 -
NOTES AND LOANS PAYABLE TO STOCKHOLDERS

The Company’s President, who is also a stockholder, regularly advances funds to the Company in exchange for demand notes at a zero interest rate.  The Company imputes simple interest at 6% per annum as interest expense with the related-party contributed interest as additional paid-in capital.  Total interest expense may include interest or finance charges other than the related-party contributed interest.  The Company recorded related-party interest of $4,961 during the nine months ended September 30, 2011, bringing the total of related-party interest to $19,794 from inception, May 9, 2005 to September 30, 2011.  Because the related-party notes are due on demand they are reported as current liabilities. As of September 30, 2011 and December 31, 2010, the Company owed notes of $113,337 and $102,010, respectively, to the stockholder.
 
In addition to the notes described above, unsecured loans of $11,630, advanced by the Company’s President during the nine months ended September 30, 2011, brought the total notes and loans payable to stockholders to $113,337.
 
NOTE 3 - 
GOING CONCERN

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

In view of these matters, realization of the assets of the Company is dependent upon its ability to meet its financial requirements through equity financing and future operations.  These financial statements do not include adjustments relating to the recoverability and classification of asset amounts and classification of liabilities that might be necessary should the Company be unable to continue.
 
NOTE 4 -  
SUBSEQUENT EVENTS

The Company has evaluated events from September 30, 2011 through the date the financial statements were issued and has determined that there are no events required to be disclosed.

 
F-4

 
 
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.
 
FORWARD-LOOKING STATEMENTS
 
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
 
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
 
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
 
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
 
As used in this current report and unless otherwise indicated, the terms "we", "us", "our" and "our company" mean Okana Ventures, Inc.
 
 
8

 
 
General Overview
 
Okana Ventures, Inc. was incorporated on May 9, 2005, in the State of Nevada. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We have conducted limited exploration activities on two properties, the Westmoreland Property and the Bradley Creek Property, both located in British Columbia, Canada.  Based on the results of our exploration efforts on these properties we decided not to proceed with any further exploration and terminated all related agreements. 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.
 
Our company’s common stock has been assigned the ticker symbol OKNV and has been approved for trading on the Over-The-Counter Bulletin Board. However, no trading market has developed.
 
Our principal office address is Moliere No. 222, Torre de Oficinas, Col. Los Morales Polanco, Delgacion Miguel Hidalgo, Mexico City, Mexico and our telephone number is (775) 636-6986.
 
Current Business
 
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 do not intend to hire any employees at this time. Any work on any property in which we acquire an interest will be conducted by unaffiliated independent contractors that we will hire. Depending on the stage of exploration we reach on any mineral property, the independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing any mineralized material we may find.
 
 
9

 
 
Results of Operations
 
Results of Operations for the Nine Months Ended September 30, 2011 and 2010
 
During the nine months ended September 30, 2011 and 2010 we had no revenue.
 
Our net loss and comprehensive loss for the nine months ended September 30, 2011 and 2010 for the respective items are summarized as follows:
 
   
NINE MONTHS ENDED
 
   
SEPTEMBER 30,
 
   
2011
   
2010
 
             
Mineral property cost
  $ -     $ 5,000  
Professional fees
    8,301       14,983  
Administrative expenses
    3,705       1,424  
Taxes and licenses
    -       200  
Interest expense
    5,086       4,144  
NET LOSS APPLICABLE TO COMMON SHARES
    (17,092 )     (25,751 )
Foreign currency translation adjustment
    304       (327 )
COMPREHENSIVE LOSS
    (16,788 )     (26,078 )
 
From the nine months ended September 30, 2010 to the nine months ended September 30, 2011professional fees decreased, including legal, accounting and auditors review fees decreased by $6,682; filing and transfer agent fees and office expenses increased from $1,424 in 2010 to $3,705 in 2011; interest expense increased by $942 in relation to the increased loans from related parties in 2011.  In 2010 we incurred $200 tax, as well as license fees and mineral property cost of $5,000, which were absent in 2011 because the management determined not to continue with the property option agreement.
 
 
10

 
 
Results of Operations for the Three Months Ended September 30, 2011 and 2010
 
During the three months ended September 30, 2011 and 2010 we had no revenue.
 
Our net loss and comprehensive loss for the three months ended September 30, 2011 and 2010 for the respective items are summarized as follows:
 
   
THREE MONTHS ENDED
 
   
SEPTEMBER 30,
 
   
2011
   
2010
 
Mineral property costs
  $ -     $ 5,000  
Professional fees
    2,301       3,438  
Administrative expenses
    1,649       430  
Taxes and licenses
    -       -  
Interest, net
    1,703       1,483  
NET LOSS APPLICABLE TO COMMON SHARES
    (5,653 )     (10,351 )
Foreign currency translation adjustment
    1,003       (311 )
COMPREHENSIVE LOSS
    (4,650 )     (10,662 )
 
From the three months ended September 30, 2010 to the three months ended September 30, 2011, professional fees including legal, accounting and auditor’s review fees decreased by $1,137, administrative expenses including filing and transfer agent fees and office expenses increased by $1,219, interest expense increased by $220 in relation to the increased loans from related parties in 2011.  In 2010 we incurred mineral property cost of $5,000, which was absent in 2011 because the management determined to discontinued the option agreement on the Beeston property.
 
For the period from inception (May 9, 2005) to September 30, 2011 we had no operating revenues and incurred net operating losses of $204,950 consisting of speculative mining expenses, general operating expenses and professional fees incurred in connection with the day-to-day operation of our business and filing of our periodic reports.
 
 
11

 
 
Liquidity and Financial Condition
 
Working Capital
 
   
At
   
At
 
   
September 30,
   
December 31,
 
   
2011
   
2010
 
             
Current assets
  $ -     $ 58  
Current liabilities
    119,786       108,017  
Working capital
  $ (119,786 )   $ (107,959 )
 
Cash Flows

   
Nine Months Ended
 
   
September 30,
   
September 30
 
   
2011
   
2010
 
Cash flows from (used in) operating activities
  $ (11,688 )   $ (18,848 )
Cash flows provided by (used in) investing activities
 
Nil
    $Nil  
Cash flows provided by (used in) financing activities
    11,630     $ 16,727  
Effect of foreign exchange adjustment
    -       (327 )
Net increase (decrease) in cash during period
  $ (58 )   $ (2,448 )
 
Operating Activities
 
Net cash used in operating activities was $11,688 for the nine months ended September 30, 2011 compared with cash used in operating activities of $18,848 in the same period in 2010, because we had lower operating losses during 2011 and reduced our prepaid expenses of $2,549 in 2010.
 
 
12

 
 
Investing Activities
 
Net cash used in investing activities was $Nil for the nine months ended September 30, 2011 compared to net cash provided by investing activities of $Nil in the same period in 2010.
 
Financing Activities
 
Net cash from financing activities was $11,630 for the nine months ended September 30, 2011 compared to $16,727 in the same period in 2010. The loans were used to cover cash needed for the operations. The decrease of $5,097 from 2010 to 2011 was due to our lowed cash needs for operations during 2011.
 
Contractual Obligations
 
As a “smaller reporting company”, we are not required to provide tabular disclosure of our contractual obligations.
 
Going Concern
 
We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.
 
There is a substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. We have not generated any revenues and no revenues are anticipated until we acquire a mining property and carry out sufficient exploration and development work that would result in our being able to begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on any mining property we may acquire. Our only other source for cash at this time is investments by others. We must raise cash to acquire and undertake the exploration of a mining property and stay in business. We raised the minimum amount of $50,000 from our SB-2 offering, which closed on September 18, 2007. The funds raised, together with the loans and purchase of shares by the directors ($83,692 in loans and $17,000 in share purchases) provided us with sufficient funds to complete our initial exploration work program on the Westmoreland property which we had previously acquired. Based on the results from our initial exploration work program, we decided not to conduct any further exploration on this mining property. In April, 2008 we terminated the mineral purchase agreement and transferred title to the Westmoreland property back to Messrs. Gruenwald and MacInnis in accordance with the terms of the mineral purchase agreement. We also terminated our option to purchase agreement on the Bradley Creek property after limited exploration efforts. We have no further liability in relation to these mining properties.
 
We conduct research in the form of exploration of a mining property. We are currently searching for a mining property in its early stage of development upon which to conduct exploration. At the present time, we have no plans to buy or sell any plant or significant equipment during the next twelve months.
 
Our exploration objective is to find an ore body containing gold. We must acquire a mining property that is in the early stage of development to carry out our exploration objective. We conduct exploration to determine what amount of minerals, if any, exist on a mining property, and if any minerals which are found can be economically extracted and profitably processed. Our success depends upon finding mineralized material. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we locate mineralized material, we have to determine if it is economically feasible to remove the material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what the costs will be until we find mineralized material. Until we find enough mineralized material that is economically feasible to remove, we will have to continue to raise additional funds to carry out exploration of a mining property. We will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not acquired any interest in a mining property or the right to acquire any interest in a mining property by the conduct of exploration and have not raised any additional money.
 
 
13

 
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
 
Critical Accounting Policies
 
We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations.  Please refer to our Form 10-K for the year ended December 31, 2010 and our 10-K/A filed on June 28, 2011 with the SEC for our critical accounting policies, from which there has been no change as of the date of this filing.
 
Recent Accounting Pronouncements
 
During the period ended September 30, 2011 and subsequently, the Financial Accounting Standards Board (“FASB”) has issued a number of financial accounting standards, none of which did or are expected to have a material impact on our company’s results of operations, financial position, or cash flows.
 
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
As a "smaller reporting company", we are not required to provide the information required by this Item.

 
14

 
 
ITEM 4.  CONTROLS AND PROCEDURES
 
Management's Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

As of September 30, 2011, the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on the foregoing, our president (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes In Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended September 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 
15

 
 
PART II — OTHER INFORMATION
 
ITEM 1.  LEGAL PROCEEDINGS
 
We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.
 
ITEM 1A.  RISK FACTORS
 
As a "smaller reporting company", we are not required to provide the information required by this Item.
 
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4.  [REMOVED AND RESERVED]

ITEM 5.  OTHER INFORMATION
 
None.
 
 
16

 
 
ITEM 6. EXHIBITS
 
Exhibit No.
 
Description
     
(3)
 
(i) Articles of Incorporation; and (ii) Bylaws
     
3.1
 
Articles of Incorporation (incorporated by reference to our current report on Form SB-2 filed on October 20, 2006)
     
3.2
 
Bylaws (incorporated by reference to our current report on Form SB-2 filed on October 20, 2006)
     
3.3
 
Amendment to Bylaws (incorporated by reference to our current report on Form SB-2 filed on October 20, 2006)
     
(31)
 
Rule 13a-14(a)/15d-14(a) Certification
     
31.1*
 
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
     
(32)
 
Section 1350 Certification
     
32.1*
 
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
 
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
________________
* Filed herewith.
 
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability
 
 
17

 
 
SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  OKANA VENTURES, INC.  
  (Registrant)  
       
Dated:  November 17, 2011
By:
/s/ Maria Peralta  
    Maria Peralta  
   
President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
 
   
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
 
 
 
18