Varca Ventures, Inc.

Filed to suspend its SEC reporting obligations (127 holders of record, under the 300-holder threshold) - the company went dark less than 15 months after the Wildcat reverse merger and roughly a year after taking on $1 million of Sarasota Varca lender debt.

listing compliance notice

Borrowed a further $600,000 from Sarasota Varca II, LLC (10% interest, repayable in three $200,000 installments, with the lender able to demand repayment in milled gold from the company's La Plata County site) - a second loan from an entity bearing the company's own name.

debt financing

First full annual report as the combined Varca/Wildcat: net loss widened to $2.4 million for the year ended Feb 29, 2012 (from $1.46 million the prior year) on interest expense from the new notes, with a $6.1 million cumulative deficit since Wildcat's 2005 inception; auditors again flagged going-concern doubt. Mining operations run under a lease with Fairview Land Corp.

annual report

Borrowed $400,000 (up to $500,000 available) from Sarasota Varca Associates, LLC under a 12%-interest subordinated secured note due July 2013, paying a 7% finder's fee to Rosie Investment Fund, LLC - the first outside debt raised since the Wildcat merger.

debt financing

Completed the reverse merger: acquired all of privately-held Wildcat Mining Corporation (15 patented lode gold-mining claims in La Plata County, Colorado, accumulated losses of $4.4 million since 2005) in exchange for 63,215,114 new Varca shares, making Wildcat's former stockholders ~92% owners of Varca. Sole officer/director Nadeem Lila resigned and surrendered 8,000,000 shares; Roger Tichenor (CEO), Randall Oser (President) and Paul Serluco (CFO) took over, HQ moved to Sarasota, FL, fiscal year-end changed to Feb 28, and Varca ceased being a shell company - Wildcat is the accounting acquirer going forward.

business combination

Signed a non-binding letter of intent to merge with Wildcat Mining Corporation (a privately held Nevada gold-mining exploration company) via a one-for-one share exchange, contingent on Wildcat first completing a private placement raising at least $750,000; the deal, if closed, would leave Varca renamed and controlled by Wildcat.

business combination

Filed its initial S-1 registration statement: a newly incorporated (Jan 2010) Nevada shell, Varca Ventures, registering 2,800,000 shares for resale by existing shareholders. Its only asset was a $300 mining claim staked on 357 hectares in the Similkameen Mining Division of British Columbia, held via a trustee; the prospectus itself states the company 'is considered to be in unsound financial condition.'

securities registration