-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ASSiClVM8/U7iOQus+xF4pGt2AjkOl1hAYWvizyY3Sn2Ld1eeUgv7CANPfUnJDUT b5lvBXRDgbet/ZV1FsoBLA== 0001165527-08-000296.txt : 20080528 0001165527-08-000296.hdr.sgml : 20080528 20080528140613 ACCESSION NUMBER: 0001165527-08-000296 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080229 FILED AS OF DATE: 20080528 DATE AS OF CHANGE: 20080528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELKO VENTURES INC. CENTRAL INDEX KEY: 0001393283 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 208425158 STATE OF INCORPORATION: NV FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-141426 FILM NUMBER: 08863112 BUSINESS ADDRESS: STREET 1: 650 RUBY WAY CITY: CRESCENT VALLEY STATE: NV ZIP: 89821 BUSINESS PHONE: 775-201-6669 MAIL ADDRESS: STREET 1: 650 RUBY WAY CITY: CRESCENT VALLEY STATE: NV ZIP: 89821 10-K 1 g2387.txt ANNUAL REPORT FOR THE YEAR ENDED 2-29-08 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 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 4,400,000 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. 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 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 75,000,000 authorized common shares with a par value of $0.001 per share and 4,400,000 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. 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. 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. 3 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. 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. 4 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 [MAP SHOWING THE CLAIM LOCATION] 6 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 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 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 28, 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 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 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 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 2,400,000 shares of common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933. All 2,400,000 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 4,400,000 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 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: 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 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 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 balance sheets of Elko Ventures Inc. (An Exploration Stage Company) as of February 29, 2008 and February 28, 2007, and the related 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 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 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 May 6, 2008 2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501 15 ELKO VENTURES INC. (An Exploration Stage Company) Balance Sheets - --------------------------------------------------------------------------------
As of As of February 29, February 28, 2008 2007 -------- -------- 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, 75,000,000 shares authorized; 4,400,000 and 2,400,000 shares issued and outstanding as of February 29, 2008 and February 28, 2007) 4,400 2,400 Additional paid-in capital 67,600 9,600 Deficit accumulated during exploration stage (23,039) (7,515) -------- -------- TOTAL STOCKHOLDERS' EQUITY 48,961 4,485 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 51,661 $ 4,485 ======== ========
See Notes to Financial Statements 16 ELKO VENTURES INC. (An Exploration Stage Company) Statements of Operations - --------------------------------------------------------------------------------
February 5, 2007 (inception) Year ended Year ended through February 29, February 28, February 29, 2008 2007 2008 ---------- ---------- ---------- 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 3,749,727 2,400,000 ========== ==========
See Notes to Financial Statements 17 ELKO VENTURES INC. (An Exploration Stage Company) Statements of Changes in Stockholders' Equity From February 5, 2007 (Inception) through February 29, 2008 - --------------------------------------------------------------------------------
Deficit Accumulated Common Additional During Common Stock Paid-in Development Stock Amount Capital Stage Total ----- ------ ------- ----- ----- BALANCE, FEBRUARY 5, 2007 -- $ -- $ -- $ -- $ -- Stock issued for cash on February 5, 2007 @ $0.005 per share 2,400,000 2,400 9,600 12,000 Net loss, February 28, 2007 (7,515) (7,515) ---------- ------- -------- --------- -------- BALANCE, FEBRUARY 28, 2007 2,400,000 $ 2,400 $ 9,600 $ (7,515) $ 4,485 ========== ======= ======== ========= ======== Stock issued for cash on June 28, 2007 @ $0.03 per share 2,000,000 2,000 58,000 60,000 Net loss, February 29, 2008 (15,524) (15,524) ---------- ------- -------- --------- -------- BALANCE, FEBRUARY 29, 2008 4,400,000 $ 4,400 $ 67,600 $ (23,039) $ 48,961 ========== ======= ======== ========= ========
See Notes to Financial Statements 18 ELKO VENTURES INC. (An Exploration Stage Company) Statements of Cash Flows - --------------------------------------------------------------------------------
February 5, 2007 (inception) Year ended Year ended through February 29, February 28, February 29, 2008 2007 2008 -------- -------- -------- 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 2,000 2,400 4,400 Additional paid-in capital 58,000 9,600 67,600 -------- -------- -------- 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 $ -- $ -- $ -- ======== ======== ========
See Notes to Financial Statements 19 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 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 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 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 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 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 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 2,400,000 shares of common stock to one director for cash at $0.005 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 2,000,000 shares of common stock to 27 unrelated third parties for cash at $0.03 per share for a total of $60,000. As of February 29, 2008 the Company had 4,400,000 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: 75,000,000 shares authorized; 4,400,000 shares issued and outstanding. 26 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 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 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
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 - ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ 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
29 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
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 - ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ M Wayrynen 0 0 0 0 0 0 0 0 0 D Wolfin 0 0 0 0 0 0 0 0 0
DIRECTOR COMPENSATION
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 ---- ---- ------ ------ ------------ -------- ------------ ----- M Wayrynen 0 0 0 0 0 0 0 D Wolfin 0 0 0 0 0 0 0
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. 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. 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. 30 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 2,400,000 55% Matt Wayrynen 0 0% All Officers and Directors as a Group 2,400,000 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. 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 PART IV ITEM 15. EXHIBITS
Incorporated by Reference Exhibit No. Exhibit or Filed Herewith - ----------- ------- ----------------- 3.1 Articles of Incorporation Incorporated by reference to the Registration Statement on Form SB-2 filed with the SEC on 3/20/07, 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
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 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Las Vegas, state of Nevada. May 27, 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. May 27, 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 EX-31 2 ex31.txt SECTION 302 CERTIFICATION EXHIBIT 31 CERTIFICATION Pursuant to 18 U.S.C. 1350 (Section 302 of the Sarbanes-Oxley Act of 2002) I, Matt Wayrynen, Chief Executive Officer and Chief Financial Officer of Elko Ventures Inc., certify that: 1. I have reviewed this Annual Report on Form 10-K of Elko Ventures Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 27, 2008 By: /s/ Matt Wayrynen --------------------------------------------------- Matt Wayrynen Chief Executive Officer and Chief Financial Officer EX-32 3 ex32.txt SECTION 906 CERTIFICATION EXHIBIT 32 CERTIFICATION Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) In connection with the Annual Report on Form 10-K of Elko Ventures Inc. (the "Company") for the year ended February 29, 2008, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Matt Wayrynen, as Chief Executive Officer and Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: May 27, 2008 By: /s/ Matt Wayrynen ---------------------------------------- Matt Wayrynen Chief Executive Officer Chief Financial Officer This certification accompanies each Report pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of ss.18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----