UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~July 2218, 2012

VARCA VENTURES, INC.

(Exact name of registrant as specified in its charter)

NEVADA

333-166548

98-0658381

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


1630 Ringling Boulevard, Sarasota, FL		34236
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (941) 951-0787

_____________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[¨ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

[¨ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[¨ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[¨ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

~~On June 22~~Registrant, ~~2012, the registrant~~ Varca Ventures, Inc. ~~("Varca"),~~ and its wholly-owned subsidiary, Wildcat Mining Corporation (collectively, the "~~Wildcat~~Company") have appointed Mike Thompson interim Chief Operating Officer of the Company, ~~entered~~effective ~~into~~as aof ~~Loan~~July ~~Agreement~~1, (2012. Mr. Thompson will be primarily responsible for coordinating site remediation activities at the ~~"Loan~~Company's ~~Agreement")~~May ~~with~~Day-Idaho ~~Sarasota~~Mine ~~Varca~~Complex IIin ~~LLC~~La ~~("Lender")~~Plata ~~pursuant~~County, toColorado. Since ~~which~~March ~~Lender~~of ~~agreed~~this year, Mr. Thompson has provided consulting services to ~~lend~~the usCompany anin ~~aggregate~~connection ~~minimum~~with ~~amount~~its ofremediation ~~Six~~efforts ~~Hundred~~at ~~Thousand~~the ~~and~~May ~~No/100~~Day-Idaho ~~Dollars~~Mine ~~($600~~Complex. In connection with the appointment,~~000~~ Mr.~~00)~~ Thompson and the Company entered into an employment agreement (the "~~Loan~~Agreement"). We ~~have~~Under ~~agreed~~the toterms ~~pay~~of ~~Rosie~~the ~~Investment Fund~~Agreement, ~~LLC~~Mr. Thompson will receive a ~~finder~~monthly base salary of $10,000, which may be reviewed at any time by the Company's ~~fee~~Board of 7%Directors for merit increases and may, by action and in the discretion of the ~~amount~~Board ~~borrowed~~of ~~under~~Directors, ~~the~~be ~~Loan~~increased at any time or from time to time, but may not be decreased. ~~Unless~~The ~~otherwise~~Agreement ~~indicated~~terminates on February 1, or2013, unless both Mr. Thompson and the ~~context~~Board ~~otherwise~~of ~~requires~~Directors agree to renew Mr. Thompson's appointment, whether on the ~~term~~same ~~"we~~or different terms than the Agreement. In connection with entering into the Agreement," ~~"us~~Mr. Thompson was granted Incentive Stock Options to purchase 250,"000 ~~"our"~~shares orof ~~"the~~registrant's ~~Company"~~common ~~refer~~stock ~~collectively~~pursuant to ~~Varca~~registrant's 2012 Incentive Compensation Plan. The exercise price for each option is $0.25 per share. All of the options vest on December 31, 2012, and ~~Wildcat~~expire on the tenth anniversary of the date as of which the options were granted, July 10, 2012, or three months from termination of Mr. Thompson's continue service as an employee or a consultant.

InA ~~connection~~copy ~~with execution~~ of ~~the Loan Agreement, we will receive proceeds in three installments under the Loan of $200,000 each (totaling $600,000) and executed~~ a ~~Subordinated~~press ~~Secured~~release ~~Promissory~~announcing ~~Note for that amount dated June 22, 2012 (~~the ~~"Note").~~appointment ~~The first installment has been paid, and the remaining two installments are payable on July 2, 2012 and September 4, 2012. The Note accrues interest at the rate~~ of ~~10%~~Mike ~~per~~Thompson ~~annum. Interest~~as isinterim toChief beOperating ~~paid~~Officer the earlier of: (i) within 30 days of our receipt of net revenue from our mining operations at our real property interests located in La Plata County, Colorado (the “Site”), or (ii) no later than December 1, 2012 and continue monthly until earlier of (a) December 1, 2013; or (b) 30 days after the date when all subsurface ore stockpiles at the Site have been removed and milled (the “Maturity Date”). The entire principal amount of the Note and all accrued and unpaid interest thereon is ~~due~~attached ~~and~~as ~~payable~~Exhibit ~~in full on or before the Maturity Date~~99. We1 ~~have the option~~ to ~~repay,~~this ~~without~~Form ~~penalty, the entire principal amount of the Note and all accrued and unpaid interest at any time prior to the Maturity Date upon 45 days prior written notice to Lender~~8-K.

Under the terms of the Note, Lender also has the option to be repaid in milled gold in lieu of cash, at a 20% discount from price offered to us by an independent mill, up to the principal amount of the Note and accrued interest. Lender also has the option to convert part or all of the balloon payment due on the Maturity Date into shares of common stock of Varca at a conversion rate of $.25 per share. Lender must notify Varca of its intent to convert the balloon payment at least 30 days prior to the Maturity Date, or any prepayment date.

We also entered into a Security Agreement and a Collateral Assignment of Permits and Contract Rights which grant Lender a security interest in the following collateral: (a) the surface and subsurface ore stockpiles located at the Site as described in that certain overview for selected mineralized stockpiles on the Site by David Gonzales dated May 25, 2012 and attached to the Loan Agreement as Exhibit E; (b) all minerals from the west wall of the main stope of May Day Level 1 as described in that certain overview for potential precious metal mineralization and mine operations on the Site by David Gonzales dated May 31, 2012 and attached to the Loan Agreement as Exhibit F; and (c) all contracts and contract rights related to our mining operations.

Furthermore, we granted Lender a perpetual non-participating production royalty deed (the "Royalty Deed") on all minerals of every kind and character produced from all mining claims either owned or leased by Wildcat, other than minerals contained in ore stockpiles that have been identified as of the date of the Royalty Deed. The royalty is 1.5% of the gross amount received by Wildcat from the purchaser, smelter, or other processing facility less deductions for processing costs, transportation costs, penalties and sampling or assaying costs.

One of our directors, Harold Libby, is the beneficial owner of 31.5% of the membership interests in Lender. Mr. Libby is not a manager of Lender and he does not have the ability to directly manage or otherwise control the affairs of Lender. The terms of the transaction were the result of arm’s length negotiations between members of our board of directors, other than Mr. Libby, and management of Lender. The Loan was unanimously approved by our board of directors.

The foregoing description of the Loan and agreements relating thereto is qualified in its entirety by reference to the full text of the Loan Agreement, the Note, the Security Agreement, the Collateral Assignment of Permits and Contract Rights and the Royalty Deed filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Securities.

The information provided in Item 1.01 to this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

~~The~~Each ~~Note issued to Lender was not registered under the Securities Act~~ of ~~1933, as amended, nor will~~ the ~~shares of Vara's common~~ stock ~~that~~option ~~may~~awards bewere ~~issued pursuant to the terms of the Note, but was~~ made, ~~and the issuance of the shares of common stock will be made,~~ in reliance upon the ~~exemptions~~exemption from the registration ~~requirements~~provisions of the Securities Act ~~set~~of ~~forth~~1933, inas ~~Section~~amended, ~~4(2)~~set ~~thereof~~forth ~~and~~in Rule ~~506~~701 ~~of Regulation D~~ promulgated thereunder, ~~insofar~~in asthat ~~such~~the securities were oroffered ~~will~~and besold ~~issued~~either ~~only~~pursuant to anwritten ~~"accredited~~compensatory ~~investor"~~benefit ~~within~~plans the meaning of Rule 501 of Regulation D. The recipient of our securities took them for investment purposes without a view to distribution. Furthermore, it had access to information concerning the Company and our business prospects; there was no general solicitation or ~~advertising~~contracts ~~for~~relating ~~the purchase of the securities; and the securities are restricted pursuant~~ to ~~Rule 144~~compensation.

Item 95.0102 ~~Financial~~Departure ~~Statement~~of ~~and~~Directors ~~Exhibits~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~(d)~~The ~~Exhibits~~information provided in Item 1.01 to this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

~~The~~Item ~~exhibits~~9.01 ~~listed in the following Exhibit Table are filed as part of this Current Report on Form 8-K~~Exhibits.

~~Exhibit~~(d) ~~No.~~Exhibits

~~Description~~The following exhibits are filed as part of this Current Report on Form 8-K.

10.1


Exhibit No.	Description

10.1	Employment Agreement by and between Varca Ventures, Inc., Wildcat Mining Corporation and Mike Thompson, effective July 1, 2012.

99.1	Press release dated July 18, 2012.

~~Loan Agreement by and between Varca Ventures, Inc., Wildcat Mining Corporation and Sarasota Varca II LLC, dated June 22, 2012.~~2

~~10.2~~SIGNATURE

~~Secured~~Pursuant ~~Promissory~~to ~~Note~~the byrequirements ~~and~~of ~~between~~the ~~Varca~~Securities ~~Ventures,~~Exchange ~~Inc.~~Act of 1934, ~~Wildcat~~the ~~Mining~~registrant ~~Corporation~~has ~~and~~duly ~~Sarasota~~caused ~~Varca~~this IIreport ~~LLC,~~to ~~dated~~be ~~June~~signed ~~22,~~on ~~2012~~its behalf by the undersigned hereunto duly authorized.

10.3


Dated: July 18, 2012	Varca Ventures, Inc.

	/s/ Roger Tichenor
	Chief Executive Officer
	(Principal Executive Officer)

~~Security Agreement executed by Varca Ventures, Inc. and Wildcat Mining Corporation on June 21, 2012.~~3

~~10.4~~EXHIBIT INDEX

Collateral Assignment of Permits and Contracts Rights executed by Varca Ventures, Inc. and Wildcat Mining Corporation, dated June 22, 2012.


Exhibit No.	Description

10.1	Employment Agreement by and between Varca Ventures, Inc., Wildcat Mining Corporation and Mike Thompson, effective July 1, 2012.

99.1	Press release dated July 18, 2012.

~~10.5~~4

Perpetual Non-Participating Production Royalty Deed executed by Wildcat Mining Corporation for the benefit of Sarasota Varca II LLC on June 21, 2012.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 27, 2012

Varca Ventures, Inc.

/s/ Roger Tichenor

Chief Executive Officer

(Principal Executive Officer)

EXHIBIT INDEX

Exhibit No.

Description

10.1

Loan Agreement by and between Varca Ventures, Inc., Wildcat Mining Corporation and Sarasota Varca II LLC, dated June 22, 2012.

10.2

Secured Promissory Note by and between Varca Ventures, Inc., Wildcat Mining Corporation and Sarasota Varca II LLC, dated June 22, 2012.

10.3

Security Agreement executed by Varca Ventures, Inc. and Wildcat Mining Corporation on June 21, 2012.

10.4

Collateral Assignment of Permits and Contracts Rights executed by Varca Ventures, Inc. and Wildcat Mining Corporation, dated June 22, 2012.

10.5

Perpetual Non-Participating Production Royalty Deed executed by Wildcat Mining Corporation for the benefit of Sarasota Varca II LLC on June 21, 2012.

Filing Compare · Varca Ventures, Inc.