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UNITED STATES 
  SECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549

FORM 10-KSB

[X]**ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

For the fiscal year ended May 31, 2007

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________.

Commission file number 333-137978

BUCKINGHAM EXPLORATION INC.(Exact name of registrant as specified in its charter)

|NEVADA                                        | 98-054-3851                         
|--------------------------------------------- | ------------------------------------
|(State or Other Jurisdiction of Incorporation | (I.R.S. Employer Identification No.)
|of Organization)                              |                                     

1978 Vine Street, Suite 502Vancouver, British
Columbia, Canada, V6K 4S1(Address of principal executive
offices)

(604) 737 0203(Registrants telephone
number, including area code)

Securities registered under Section 12(b) of the Exchange Act:
NoneSecurities registered under Section 12(g) of the Exchange
Act: None

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 shorter period that the registrant
  as required to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days. Yes [X]No [  ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form-10KSB
or any amendment to Form 10-KSB. [X]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act) No [X]

Issuers revenues for its most recent fiscal year: $0

Aggregate market value of the voting stock of the registrant
held by non-affiliates of the registrant at August 21, 2007 (computed by
reference to the average of the bid and asked price as at August 21, 2007 which
was $0.60):$17,029,350

Number of common shares outstanding at August 29, 2007:
38,882,250

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TABLE OF CONTENTS

|Part I  |                                                                                                                         |   
|------- | ----------------------------------------------------------------------------------------------------------------------- | --
|        |                                                                                                                         |   
|Item1   | Description of
      Business                                                                                           | 1 
|Item 2  | Description of Property                                                                                                 | 10
|Item3   | Legal Proceedings                                                                                                       | 23
|Item 4  | Submission of Matters to a Vote of Security Holders                                                                     | 23
|        |                                                                                                                         |   
|        |                                                                                                                         |   
|Part II |                                                                                                                         |   
|        |                                                                                                                         |   
|Item5   | Market for Common Equity and Related Stockholder Matters                                                                | 23
|Item 6  | Managements Discussion and Analysis or Plan of Operation                                                               | 26
|Item7   | Financial Statements                                                                                                    | 30
|Item 8  | Changes In and Disagreements with Accountants on Accounting
        and Financial Disclosure                            | 31
|Item 8A | Controls and Procedures                                                                                                 | 31
|Item8B  | Other Information                                                                                                       | 32
|        |                                                                                                                         |   
|        |                                                                                                                         |   
|PARTIII |                                                                                                                         |   
|        |                                                                                                                         |   
|Item 9  | Directors, Executive Officers, Promoters and Control Persons;
        Compliance with Section 16(a) of the Exchange Act | 32
|Item10  | Executive Compensation                                                                                                  | 34
|Item 11 | Security Ownership of Certain Beneficial Owners and Management
        and Related Stockholder Matters                  | 36
|Item12  | Certain Relationships and Related Transactions                                                                          | 38
|Item 13 | Exhibits                                                                                                                | 39
|Item14  | Principal Accountant Fees and Services                                                                                  | 40

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PART I

|**Item 1.** | Description of Business
|----------- | -----------------------

Cautionary Statement

This Annual Report on Form 10-KSB contains forward-looking
statements that involve risks and uncertainties. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology including, "could" "may",
"will", "should", "expect", "plan", "anticipate", "believe", "estimate",
"predict", "potential" and the negative of these terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.

While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested in this Annual Report.

Currency

All currency references in this Report are in US dollars unless
otherwise noted.

Introduction

We were incorporated as a Nevada company on April 4, 2006. We
have been engaged in the acquisition, exploration and development of mineral
properties since our inception. We have one wholly owned subsidiary, Hyde Park
Uranium Inc., a Colorado corporation through which we have acquired mineral
claims in Colorado.

We have not yet earned any revenues and have had operational
  losses to date, as well as an accumulated shareholder deficit. As of May 31,
  We have not yet earned any revenues and have had operational losses to date,
  as well as an accumulated shareholder deficit. As of May 31, 2007, we had net
  losses since inception (April 4, 2006) in the amount of $1,670,365. We do not
  expect to generate revenues in the next two years. We may not generate revenues
  even if our exploration program indicates that mineral deposits may exist on
  our mineral claims.

Our registration statement on Form SB-2 became effective as of
December 22, 2006. Our common stock became eligible for trading on the OTC
Bulletin Board on May 8, 2007 under the ticker symbol BUKX.OB.

Overview

We are engaged in the acquisition and exploration of mineral
properties in the Northwest Territories, Canada and Teller County, Colorado. Our
plan of operations for the next twelve months beginning September 2007 is to
conduct exploration of our mineral properties.

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We are an exploration stage company. Our most advanced projects
are at the exploration stage and there is no assurance that any of our mining
claims contain a commercially viable ore body. We plan to undertake further
exploration of our properties. We anticipate that we will require additional
financing in order to pursue full exploration of these claims. We do not have
sufficient financing to undertake full exploration of our mineral claims at
present and there is no assurance that we will be able to obtain the necessary
financing.

There is no assurance that a commercially viable mineral
deposit exists on any of our mineral properties. Further exploration beyond the
scope of our planned exploration activities will be required before a final
evaluation as to the economic feasibility of mining of any of our properties is
determined. There is no assurance that further exploration will result in a
final evaluation that a commercially viable mineral deposit exists on any of our
mineral properties.

Mineral Properties and Plan of Operations

Simpson Island Property

On February 1, 2007 we paid approximately $45,125 to complete
  the purchase of the mining rights to the Simpson Island Property in the Northwest
  Territories of Canada. We obtained 100% of the right, title and interest, subject
  to a 2% net smelter return, to two mineral claims on the Simpson Island Property.
  On August 8, 2006, we issued 2,000,000 common shares at a fair market value
  of $0.10 per share as part of the purchase for a value of $200,000. We do not
  need an exploration license from the Northwest Territories for our preliminary
  exploration on the Simpson Island Property because we own the mining rights
  to the property. However, if we decide to do a big drilling program on the property,
  we will have to apply for the additional permission.

We plan to begin exploration of the Simpson Island Property in
  the next 12 months (beginning Spring 2008). We anticipate that we will require
  additional financing in order to pursue full exploration of the property.

High Park Uranium Property and High Park Trails Property
(together the HighPark Claims)

On June 6, 2007, through our wholly owned subsidiary Hyde Park
Uranium Inc., we completed the purchase of 29 unpatented mining claims known as
the High Park Uranium Property located in Teller County, Colorado from Pikes
Peak Resources, Inc. The purchase was completed pursuant to the Pikes Peak
Agreement dated May 9, 2007.

The purchase price of the property was $1,000,000 which was settled
  by way of $500,000 cash and 5,000,000 shares of our common stock at a fair market
  value of $0.10 for a total value of $500,000. Pikes Peak will also receive a
  Net Returns Royalty of 2% of the proceeds of minerals mined and sold from the
  claims. We have an option to purchase the royalty for $1,000,000 as adjusted
  for inflation. We have agreed to reimburse $3,700 to Pikes Peak for the costs
  of locating the claims. We have also agreed to buy back shares of common stock
  from Pikes Peak at prevailing market price up to $150,000 for any taxes payable
  by Pikes Peak as a result of the transaction. We have subsequently staked a
  further 25 claims adjoining those purchased.

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On July 23, 2007 we entered into an exploration agreement with
an option to purchase (the Option Agreement) with Edwin S. Broussard III and
Alice M. Broussard (collectively the Seller) in relation to a property known
as the High Park Trails Ranch in Teller County, Colorado (the High Park
Trails). The High Park Trails property adjoins our High Park Uranium project in
Teller County, Colorado. Pursuant to the terms of the Option Agreement, we must
make an option payment of $100,000 to acquire the surface and mineral estates
over 265 acres (paid on July 27, 2007), with a further payment of $2,900,000 at
the end of a twelve month period to exercise the non-exclusive option to
purchase the High Park Trails property. During the option period we have full
access to the property to conduct an exploration and drill program to ascertain
whether we wish to exercise the option to purchase the property.

If we choose to exercise the option to purchase High Park
Trails, the Seller will reserve the right to occupy and use the surface of the
property provided such use does not interfere with our exploration rights. We
must also pay the Seller a production royalty of approximately 5% of the net
returns generated by our exploration of the property.

Fremont, Park, Saguache, San Juan, Teller County Claims
(together ProteusClaims)

On August 27, 2007 we entered into a binding option agreement
(Option Agreement) with Proteus Mining Limited, a company organized under the
laws of England and Wales (Proteus) to indirectly acquire 939 unpatented lode
uranium mining claims, which include: 372 claims in Fremont County, 508 claims
in Park County, 43 claims in Saguache County, 13 claims in San Juan County, and
3 claims in Teller County; all located near Cañon City, Colorado, USA. The
claims are collectively known as the Proteus Claims.

The structure of the transaction is such that, on August 1,
2007 Proteus entered into an option agreement to acquire the Proteus Claims from
Pikes Peak Energy LLC. Upon exercising the option, Proteus assigned the newly
acquired Proteus Claims to its subsidiary (Proteus Subsidiaries).

On August 16, 2007 we entered into a non-binding letter of
intent with Proteus with regards to the negotiation of the acquisition of the
Proteus Subsidiaries and paid $250,000 to Proteus in anticipation of reaching a
binding agreement.

On August 27, 2007 we entered into the binding Option Agreement
pursuant to which we have acquired an option to purchase 100% of the issued and
outstanding securities of the Proteus Subsidiaries, and thereby the Proteus
Claims. Neither Proteus nor the Proteus Subsidiaries may sell or otherwise
encumber the Proteus Claims during the term of the Option Agreement. In order to
exercise the option and acquire 100% of the issued and outstanding securities of
Proteus Subsidiaries, we must make the following payments to Proteus:

| | a. | $1,125,000 to be paid by August 22, 2007
(paid); 
| | -- | -------------------------------------------------
| | b. | $6,300,000 to be paid by November 28, 2007;
  and

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| | c. | 2,000,000 fully paid and non assessable common shares of
      Buckingham, free from all liens, charges and other type of encumbrance
      (but subject to Regulation S promulgated under the United States
      Securities Act of 1933, as amended) to be issued and delivered to Proteus
      by November 28, 2007.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Once we have acquired the Proteus Subsidiaries and therefore
the Proteus Claims, we will be required to pay maintenance fees of approximately
$175 per claim per year, which is approximately $164,325 per year in total.

Taking into consideration all of the claims already owned,
staked and currently being staked by us, we will hold approximately 1500 claims
in total, with each claim covering a land surface area of approximately 20
acres.

We do not presently have sufficient financing to undertake full
exploration of our High Park Claims,or the Simpson Island Property, or, if we
exercise our option over the Proteus Claims by November 2007, the Proteus
Claims, and there is no assurance that we will be able to obtain the necessary
financing. Our exploration program is preliminary in nature in that its
completion will not result in a determination that the mineral property contains
commercially exploitable quantities of mineralization. There is no assurance
that a commercially viable mineral deposit exists on any of our properties.
Further exploration beyond the scope of our planned exploration activities will
be required before a final evaluation as to the economic feasibility of mining
the Simpson Island Property, Proteus Claims and the High Park Claims is
determined. There is no assurance that further exploration will result in a
final evaluation that a commercially viable mineral deposit exists on our
mineral properties.

We plan to commence our exploration programs of the Simpson
Island property, Proteus Claims and the High Park Claims within 12 months,
although we do not anticipate that we will complete a full exploration program
of the properties within this time frame, and with our limited finances.Key factors that could delay our exploration programs beyond the projected
timeframes include the following.

|(a) | Poor availability of drill rigs due to high demand in
      Colorado and Canada;                                                                                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Our inability to identify a joint venture partner and
      conclude a joint venture agreement where we anticipate a joint venture
      will be required due to the high costs of a drilling program;
|(c) | Adverse weather; and                                                                                                                                                                                  
|(d) | Our inability to obtain sufficient
  funding.                                                                                                                                                         

Key factors that could cause our exploration costs to be
greater than anticipated include the following:

|(a) | adverse drilling conditions, including caving ground,
      lost circulation, the presence of artesian water, stuck drill steel and
      adverse weather precluding drill site access;
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | increased costs for contract geologists and geochemical
      sampling crews due to increased demand in Colorado and Canada;
  and                                                     
|(c) | increased drill rig and crew rental costs due to high
      demand in Colorado and Canada.                                                                                             

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Our Board of Directors will make determinations as to whether
to proceed with the additional exploration of our mineral properties based on
the results of the preliminary exploration that we undertake. In completing
these determinations, we will make an assessment as to whether the results of
the preliminary exploration are sufficiently positive to enable us to achieve
the financing that would be necessary for us to proceed with more advanced
exploration.

We plan to continue exploration of our mineral claims for so
long as the results of the geological exploration that we complete indicate that
further exploration of our mineral claims is recommended and we are able to
obtain the additional financing necessary to enable us to continue exploration.
All exploration activities on our mineral claims are presently preliminary
exploration activities. Advanced exploration activities, including the
completion of comprehensive drilling programs, will be necessary before we are
able to complete any feasibility studies on any of our mineral properties. If
our exploration activities result in an indication that our mineral claims
contain potentially commercial exploitable quantities of minerals, then we would
attempt to complete feasibility studies on the property to assess whether
commercial exploitation of the property would be commercially feasible. There is
no assurance that commercial exploitation of our mineral claims would be
commercially feasible even if our initial exploration programs show evidence of
significant mineralization.

If we determine not to proceed with further exploration of any
of our mineral claims due to results from geological exploration that indicate
that further exploration is not recommended, we will attempt to acquire
additional interests in new mineral resource properties. There is no assurance
that we would be able to acquire an interest in a new property that merits
further exploration. If we were to acquire an interest in a new property, then
our plan would be to conduct resource exploration of the new property. In any
event, we anticipate that our acquisition of a new property and any exploration
activities that we would undertake will be subject to our achieving additional
financing, of which there is no assurance.

Competition

We are a new and unestablished mineral resource exploration
company. We compete with other mineral resource exploration companies for
financing and for the acquisition of new mineral properties. Many of the mineral
resource exploration companies with whom we compete have greater financial and
technical resources than those available to us. Accordingly, these competitors
may be able to spend greater amounts on acquisitions of mineral properties of
merit, on exploration of their mineral properties and on development of their
mineral properties. In addition, they may be able to afford more geological
expertise in the targeting and exploration of mineral properties. This
competition could result in competitors having mineral properties of greater
quality and interest to prospective investors who may finance additional
exploration and development. This competition could adversely impact on our
ability to achieve the financing necessary for us to conduct further exploration
of our mineral properties.

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We will also compete with other mineral exploration companies
for financing from a limited number of investors that are prepared to make
investments in mineral exploration companies. The presence of competing mineral
exploration companies may impact on our ability to raise additional capital in
order to fund our exploration programs if investors are of the view that
investments in competitors are more attractive based on the merit of the mineral
properties under investigation and the price of the investment offered to
investors.

We will also compete with other mineral companies for available
resources, including, but not limited to, professional geologists, camp staff,
helicopter or float planes, mineral exploration supplies and drill rigs.

Government Regulations

CanadaSimpson Island Property:

Regarding the Simpson Island Property, we will be required to
comply with all regulations, rules and directives of governmental authorities
and agencies applicable to the exploration of minerals in Canada generally, and
in the province of Northwest Territories, specifically. Under these laws, prior
to production, we have the right to explore the property, subject only to a
notice of work which may entail posting a bond if we significantly disturb the
property surface. This would first occur during the drilling phase of
exploration.

We will have to sustain the cost of reclamation and
environmental mediation for all exploration and development work undertaken. Our
first two phases of exploration, which will consist of mapping, re-sampling,
relocation, geological, geochemical and geophysical surveys, and trenching, will
not require any reclamation and environmental mediation work because there will
not be significant physical disturbance to the land. Subsequent drilling will
require some remediation work. We will need to raise additional funds to finance
any drilling program, including remediation costs.

If we enter into production, the cost of complying with permit
and regulatory environment laws will be greater than in the exploration phases
because the impact on the project area is greater. Permits and regulations will
control all aspects of any production program if the project continues to that
stage because of the potential impact on the environment. Examples of regulatory
requirements include:

- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and re-
  vegetated;
- An assessment of all material to be left on the surface will need to be
  environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and if
  deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna and
  flora.

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The Canadian Environmental Assessment Act (CEAA), which came
into force in January 1995, governs environmental assessment at the federal
level. The Canadian Environmental Assessment Agency is in charge of
administering the environmental assessment process.

The CEAA requires an environmental assessment where a federal
authority supports a private or public sector project in one or more of four
ways:

- by being the proponent of the project,
- by providing money for the project,
- by providing land for the project, or
- by issuing some form of regulatory approval for the project.

In Canada, mineral title belongs to the provincial Crown.
Mining is generally regulated by the provinces. Provincial mining legislation,
policies, and codes of practice, usually have specific requirements for the
control of mining wastes.

In Northwest Territories the NWT Environmental Protection Act
prohibits the release of contaminants into the environment. The NWT
Environmental Rights Act states that "people of the Northwest Territories have
the right to a healthy environment and a right to protect the integrity,
biological diversity and productivity of the ecosystems."

We are also subject to safety policies of the Canadian Workers
Compensation Board that regulates the protection of the health and safety of
workers.

In addition to the foregoing, in the future, our Canadian
operations may be affected from time to time by political developments in Canada
and by Canadian Federal, provincial and local laws and regulations, such as
restrictions on mining production and exploration, price controls, tax
increases, expropriation of property, modification or cancellation of contract
rights, and environmental protection controls. During the initial phases of
exploration, there will be no significant costs of compliance with government
regulations. However, while it is difficult to know exactly how much these costs
will be until we have a better indication of the size and tenor of any
production operation, we would expect that they could be high in the production
operation.

We are in compliance with the act and will continue to comply
with the act in the future. We believe that compliance with the act will not
adversely affect our business activities in the initial phase of exploration.

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United States of America the High Park Claims, Proteus
Claims:

General:

Any operations at the High Park Claims or the Proteus Claims
will be subject to various federal and state laws and regulations in the United
States which govern prospecting, development, mining, production, exports,
taxes, labor standards, occupational health, waste disposal, protection of the
environment, mine safety, hazardous substances and other matters. We will be
required to obtain those licenses, permits or other authorizations currently
required to conduct exploration and other programs. There are no current orders
or directions relating to us or the High Park Claims with respect to the
foregoing laws and regulations. If we escalate our operations at these claims,
it is reasonable to expect that compliance with various regulations will
increase our costs. Such compliance may include feasibility studies on the
surface impact of our proposed operations, costs associated with minimizing
surface impact, water treatment and protection, reclamation activities,
including rehabilitation of various sites, on-going efforts at alleviating the
mining impact on wildlife and permits or bonds as may be required to ensure our
compliance with applicable regulations. It is possible that the costs and delays
associated with such compliance could become so prohibitive that we may decide
to not proceed with exploration, development, or mining operations on any of our
mineral properties. We are not presently aware of any specific material
environmental constraints affecting our properties that would preclude the
economic development or operation of property in the United States.

Environmental laws:

U.S. Federal Laws

The U.S. Forest Service requires that mining operations on
lands subject to its regulation obtain an approved plan of operations subject to
environmental impact evaluation under the National Environmental Policy
Act. Any significant modifications to the plan of operations may require the
completion of an environmental assessment or Environmental Impact Statement
prior to approval. Mining companies must post a bond or other surety to
guarantee the cost of post-mining reclamation. These requirements could add
significant additional cost and delays to any mining project undertaken by
us.

Under the U.S. Resource Conservation and Recovery Act,
mining companies may incur costs for generating, transporting, treating,
storing, or disposing of hazardous waste, as well as for closure and
post-closure maintenance once they have completed mining activities on a
property. Any future mining operations at the High Park Claims or the Proteus
Claims may produce air emissions, including fugitive dust and other air
pollutants, from stationary equipment, storage facilities, and the use of mobile
sources such as trucks and heavy construction equipment which are subject to
review, monitoring and/or control requirements under the Federal Clean Air Act
and state air quality laws. Permitting rules may impose limitations on our
production levels or create additional capital expenditures for pollution
control in order to comply with the rules.

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The U.S. Comprehensive Environmental Response Compensation
and Liability Act of 1980, as amended, ("CERCLA") imposes strict joint and
several liability on parties associated with releases or threats of releases of
hazardous substances. Those liable groups include, among others, the current
owners and operators of facilities which release hazardous substances into the
environment and past owners and operators of properties who owned such
properties at the time the disposal of the hazardous substances occurred. This
liability could include the cost of removal or remediation of the release and
damages for injury to the surrounding property. We cannot predict the potential
for future CERCLA liability with respect to the High Park Claims or the Proteus
Claims or surrounding areas.

Colorado laws

At the state level, mining operations in Colorado are also
regulated by the Colorado Division of Reclamation Mining & Safety. We will
be required to hold Colorado mining and reclamation permits that will mandate
concurrent and post-mining reclamation of mines and will require the posting of
reclamation bonds sufficient to guarantee the cost of mine reclamation. Other
Colorado regulations govern operating and design standards for the construction
and operation of any source of air contamination and landfill operations.

Anticipated Costs

If we commence exploration of the High Park Claims or the
Proteus Claims (once we have exercised the option over these claims), our
primary near term cost of compliance with applicable environmental laws is
likely to arise in connection with the reclamation of drill holes and access
roads. For example, the Bureau of Land Management (BLM), an agency of the U.S.
Department of Interior, has promulgated surface management regulations which
govern drill hole and access road reclamation on BLM lands. Similar regulations
can be expected to be complied with on our lands which are on U.S. Forest
Service lands, or state property for which we have been issued mineral licenses.
Drill holes typically can be reclaimed for nominal costs.

The costs of reclaiming roads for access and drill programs can
become expensive, however. Should we mount larger programs, such costs could
vary from a few hundred to a few thousand dollars per drill hole site. Whereas
roads will not be built unless our exploration programs are more advanced, drill
road reclamation costs will vary according to the amount of road construction,
which we cannot estimate at this time. Once a plan of exploration has been
submitted and where drill holes or access roads will be undertaken, we will be
required to post reclamation bonds. It is difficult to estimate what the cost of
such bonds will be, since the bonding requirements are unique to the proposed
exploration plan. However, it is a reasonable assumption that in some
circumstances these bonds may be a significant percentage of the exploration
costs.

Intellectual Property

We have not filed for any protection of our trademark for
Buckingham Exploration. We own the copyright of all of the contents of our
website, www.buckinghamexploration.com, which we are currently
developing.

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Research and Development Expenditures

We have not spent any significant amounts on research and
development activities since our inception.

Employees

As of August 29, 2007 we have no part time or full time
employees. Our director and President works part time as an independent
contractor and works in the areas of business development and management. He
currently contributes approximately 30 hours a week to Buckingham. We currently
engage independent contractors in the areas of accounting, geological, legal,
consulting, marketing, accounting, bookkeeping and other services.

Subsidiaries

As of August 29, 2007, we have one wholly owned subsidiary,
Hyde Park Uranium Inc., a Colorado corporation through which we have acquired
mineral claims in Colorado.

Item 2. Description of Property

Our principal offices are located at 1978 Vine Street, Suite
502, Vancouver, British Columbia, Canada, V6K 4S1. Our telephone number is (604)
737 0203.

Simpson Island Property

Location

The Simpson Island Property consists of two mineral claims
covering 3,165 acres (see table 1 below) located 68 miles southeast of
Yellowknife, a major transportation center. The area can be accessed by boat or
float plane during the summer, and ski-doo or ski equipped aircraft during the
winter.

Claim #
    Name
    NTS
    Recorded
    Anniversary
      AcresF91918
    U308 1
    85H15
    24-June-05
    24-June-07
    2,582.5F91917
    U308 2
    85H15/85H10
    24-June-05
    24-June-07
    2,582.5


The Simpson Island property is a single contiguous block of
3,165 acres located on Simpson Island in the East Arm of Great Slave Lake, in
the Northwest Territories. The center of the claims lies approximately 68 miles
southeast of Yellowknife. The property is accessible via rotary or fixed wing
aircraft from Yellowknife.

The property is characterized by a cold, dry Arctic climate.
Mean January and July temperatures range from below -22oF to 50o 60oF respectively, and the mean annual precipitation is 7.5
inches or less. Ice break-up generally occurs in mid to late May and freeze-up
around mid-October. Topography in the area is gently rolling to rugged on a
small scale, with local relief rarely exceeding 95 feet.

Ownership Interest

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On August 8, 2006, we entered into an agreement with Elite
Vantage Development Limited, in Hong Kong, and Henry Tam to purchase 100% of the
right, title and interest, subject to a 2% smelter return, to a mineral claim on
the Simpson Island Property. Pursuant to the agreement, we paid consideration of
$245,125 payable as $45,125 cash, and issued 2,000,000 of our common shares with
a fair value of $200,000. We have the option to acquire an additional 1% of the
net smelter royalty for proceeds of $902,500. This right may be exercised in
whole or in part and has no expiry date.

History of Operations

The Property hosts five identified zones of uranium mineralization
  with the largest being 6000 feet by 400 feet. During the early 1970s,
  the area underwent intensive exploration by Vestor Exploration Ltd. Vestor recovered
  a grab sample with 4.7% U3O8from Zone 5 and took a 550
  pound bulk sample, in Zone 1, returning an average grade of 0.15 % U3O8.
  Several holes were drilled on the Property revealing that mineralization is
  associated with zones of strong fracturing. Hematization and black pyrite mineralization
  are associated with radioactive zones. Based on the number of zones exposed
  at surface, the property has potential for many more bodies of mineralization
  at depth.

Figure 1: Location of the Simpson Island Property

11

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Present Condition of the Property and Current State of
Exploration

The Simpson Island Property is in the early stage of
exploration and presently contains no proven resources.

12

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The initial sampling program in done in 1969 by Doctor Roger
  Morton of the University of Alberta recovered a 4.7% U3O8
  grab samples within one area, referred to as Zone 5 of the Property.

Sixteen holes were drilled within a 1,000 feet length of Zone 5
in the winter of 1971. The strata dip steeply 70o - 80o NW and most of the
drilling was directed at a steep angle to the SE to intersect expected
conformable mineralization. A number of lower grade hematite stained sections
were encountered in these holes. Later holes collared close to the surface
mineralization or directed to the NW encountered high grade reduced
mineralization (uraninite-pyrite). Drilling showed that the high grade
mineralization exists as discreet pods in association with discontinuous
squeezed shale lenses. The shale lenses, together with the mineralized pods, dip
disconformably to the SE from 40o to 70o. The deepest intersection of reduced
mineralization was 60' below surface and the maximum depth extension is not
known. There is no apparent secondary structural control to the uranium (faults
or fractures).

In August 2006, we hired a geologist, Derrick Strickland, to
prepare a report evaluating the Simpson Island Property. Based on historical
work by Vestor Exploration Ltd, our geologist recommended a two stage
exploration program, which we intend to carry out.

Our plan of exploration for the Simpson Island Property is as
follows:

Description of Phase of Exploration
      Description of Exploration Work RequiredFirst Phase of Drilling
      Relocation and re-sampling
          of old workings associated with a detailed radiometric survey over known
          showings.Second Phase of 
        Drilling
      If results from the first
          phase of drilling are good, we will continue with a second and more
          intensive drilling phase, which will include 3,500 feet of diamond drilling
          to test for mineralization at depth.


The anticipated timetable and estimated budget for completion
for each stage of exploration are as follows:

Stage of Exploration
    Anticipated Timetable for
      Completion
    Estimated Cost of CompletionFirst Phase of
      Drilling
    Fall
      2007
    $104,000Second Phase of
      Drilling
    Spring
      2008
    $252,000


Geology

The Property covers several areas, including the East Arm, the
Wilson Island Group, the Union Island, Churchill Province, Slave Province and
South Simpson Island. The dominant rocks of the East Arm are continental of the
East Arm are continental, carbonate sediments of Aphebian and Helikian age which
form a sequence several thousand feet thick. Intercalated with the sediments are
minor volcanic flows, pyroclastic sequences, some intrusive sills, and
laccoliths. Archean basement granites and gneisses are exposed in anticlinal
cores throughout the area.

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A hiatus occurred between deposition of the Wilson Island Group
and the unconformably overlying Union Island volcanic and sediments. During
Union Island time, shallow water sedimentation occurred with the deposition of
shales, dolomites, and local basalt flows. Dolomites and sandstones with local
basalt and ryholite flows were laid down during the succeeding Sosan times. At
the base of the Sosan succession, the Hornby Formation consists of a pebbly
gritstone with local conglomerate at the base suggesting an unconformity between
Union Island and Sosan sedimentation. In places, the Hornby Formation lies
unconformably on Archean granites. Platform and basin facies rocks were
deposited during Kohochella and Pethei times, while during the late Aphebian,
sandstones, mudstones and evaporate deposits were laid down, along with some
basel volcanic flows. During late Aphebian, the entire East Arm area was
intruded by sill like intrusions of hornblend-quartz
monzonite/hornblende-biotite diorite known as the Caribou Laccoliths.

A major unconformity marks the end of the Aphebian succession.
Hemaitisation of the Aphebian and Archean rocks along the unconformity indicates
that the paleosurface was weathered before deposition of the Helikian age. There
are two major sets of basic dykes intrude the area, the Helikian age MacKenzie
and the Aphebian age Simpson Swarms.

All of the rocks in the East Arm area have been folded into a
northeasterly trending syncline approximately 180 miles long and 60 miles wide.
The fold belt forms a subprovince within the Churchill structural province.

On the northwest side of the East Arm gently south east dipping
Aphebian strata unconformably overlie Archean rocks. On the southeast margin,
the northeast trending Mcdonald fault separate tightly folded and faulted
Archaean, Aphebian, and Helikian rocks from the gneissic rocks.

The East Arm is a northeast trending Proterozoic fold belt, in
which has preserved a 30,000 feet thick sequence of sediments and volcanics.
This structural basin is about 180 miles long and 60 miles wide and parallels
the boundary between the Slave Province and Churchill Province. Structurally,
the fold belt can be regarded as a grabenized synclinorium that has been
upturned at both extremities. It is characterized, throughout its length, by
northeast trending subsidiary folds and major faults. The most prominent fault
is the McDonald Fault with its associated splays truncating the synclinorium on
the southeast.

Stratigraphy and Age

The uranium mineralization on the property is confined to two
non-marine formations of the Sosan Group, the basal group of the Great Slave
Supergroup. The Sosan Group consists of 4 formations, named in ascending order:
Hornby Channel, Duhamel, Kluziai and Akaitcho River.

The Hornby Channel Formation was deposited mainly on Archaean
granites and metamorphics and locally on remnants of older Aphebian rocks (Union
Island and Wilson Island Groups). It attains a maximum thickness of 3,000 feet
to 5,000 feet in the southwest sector of the East Arm on South Simpson Island,
and thins to the northeast towards Reliance. It consists mainly of fluviatile
sandstones and conglomerates.

14

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The Hornby Channel Formation is overlain by the Duhamel
Formation comprising about 1,000 feet of littoral marine dolomite and
intercalated clastic rocks. Above the Duhamel is the Kluziai Formation which
consists of pink to white, medium grained, even textured, medium bedded, cross
bedded fluviatile sandstones with shale partings and conglomerate lenses.

The Kluziai is overlain by red siltstones and orthoquartzites
of the Akaitcho River Formation and in the SW half of the East Arm, by the
volcanics of the Seton Formation. The Seton is believed to be in part, a lateral
equivalent of the Akaitcho River Formation. The Sosan Group is overlain by the
Kahochella Group, a thick sequence of shales.

Structure

The northwest limb, of the East Arm synclinorium, dips gently
(less than 20°), whereas the southeast limb is typically folded and faulted. It
is characterized especially in the central and eastern parts, by many secondary
anticlines and synclines, whose axes parallel the axis of the synclinorium.
These folds are usually gently dipping in the northwest limbs and steeply
dipping, highly faulted and sometimes overturned in the southeast limbs. It is
believed that the folding in the East Arm is related to the uplift and
deformation of the Aphebian rocks of the synclinorium during the Hudsonian
Orogeny. Prominent NE trending faults of the MacDonald Fault System transect the
rocks of the East Arm. These Faults are related to the younger, Precambrian
graben system paralleling the axial trace of the synclinorium. Two phases of
movement have been recognized on the NE trending faults. The first phase was
primarily dextral transcurrent movement with associated mylonization,
brecciation and re-crystallization of the Archaean basement complex. The second
phase, which is probably more significant, produced vertical displacements along
the old pre-existing faults.

High Park Uranium Property and High Park Trails Property
(together the High Park Claims)

Location

The High Park Claims consists of 54 unpatented claims located
  in Sections 25, 30 and 31, T15S, R71W, Teller County, Colorado, 6th
  New Mexico Meridian. The area is located approximately 30 miles northwest of
  Canon City, Colorado. Each of the three sections is approximately 1 square mile
  in area. The project area is covered predominantly with sediments, gravel and
  cobble size material. Vegetation in the area consists of sage brush, assorted
  cacti, bristle cone pine trees and buffalo grass. The existing claims are accessible
  by a well maintained county road which crosses the North East 1⁄4 of Section
  25. Topography in the area consists of rolling hills to the north, south and
  west. To the east the claims go into rough canyon country and extend to elevations
  approximately 1,500 to 2,000 feet above the desert floor.

**Figures 2 and 3: Location of the High Park Claims**

****

****

Ownership Interest

On June 6, 2007 through our wholly owned subsidiary, Hyde Park
Uranium Inc., we completed the purchase of 29 unpatented mining claims located
in Teller County, Colorado (known as the High Park Uranium Property) from Pikes
Peak Resources, Inc. pursuant to the Pikes Peak Agreement dated May 9, 2007.

15

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The purchase price of the property was 1,000,000 which was settled
  by way of $500,000 cash and 5,000,000 shares of our common stock at a fair market
  price of $0.10 for a total value of $500,000. Pikes Peak is also entitled to
  receive a Net Returns Royalty of 2% of the proceeds of minerals mined and sold
  from the claims on the property. We have an option to purchase the royalty for
  $1,000,000 as adjusted for inflation. We have agreed to reimburse $3,700 to
  Pikes Peak for the costs of locating the claims. We have also agreed to buy
  back shares of common stock from Pikes Peak at prevailing market price up to
  $150,000 for any taxes payable by Pikes Peak as a result of the transaction.

On July 23, 2007 we entered into an exploration agreement with
an option to purchase (the Option Agreement) with Edwin S. Broussard III and
Alice M. Broussard (collectively the Seller) in relation to a property known
as the High Park Trails Ranch in Teller County, Colorado ( High Park Trails).
The High Park Trails property adjoins our High Park Uranium project in Teller
County, Colorado. Pursuant to the terms of the Option Agreement, we must make an
option payment of $100,000 to acquire the surface and mineral estates over 265
acres (paid on July 27, 2007), with a further payment of $2,900,000 at the end
of a twelve month period to exercise the non-exclusive option to purchase the
property. During the option period we have full access to the property to
conduct exploration and drill programs to ascertain whether we wish to exercise
the option to purchase the property.

If we choose to exercise the option to purchase the property,
the Seller will reserve the right to occupy and use the surface of the property
provided such use does not interfere with our exploration rights. We must also
pay the Seller a production royalty of approximately 5% of the net returns
generated by our exploration of the Property.

History of Operations

Prior to our acquisition of the High Park Claims, they were explored
  by Cyprus Mining Corporation and a total of 354 holes were drilled in the project
  area. Of these, 339 holes are located on section 25 of the property where uranium
  ore reserves have been partially delineated. Mineral trends are open ended and
  identified in at least five horizons within the project area related to braided
  stream channel deposits in the Tallahassee Creek Conglomerate. Fifteen holes
  were drilled in the North West corner of section 31, of which two holes contained
  U3O8 ore grade intercepts at open pit depths. No holes
  have been drilled on section 30.

The initial project also included leased property in section
  25, and state section 36, which is held by the Cotter Corporation. U3O8 ore
  reserves also exist on both of these properties and a test pit was opened on
  section 36 for pre-mining evaluation and test. The High Park Claims were to
  be mined and blended with ore from the Hansen Mine during milling operations.
  With the decline of the uranium industry in the early 1980’s, all projects
  were curtailed, and many properties, including the High Park Claims were relinquished
  and turned back to the original land holders. Since that time the claims have
  been maintained, and a comprehensive study of the area and date completed.

Present Condition of the Property and Current State of
Exploration

In the 1970s a small ore body was drilled on Section 25. The
drilling contained approximately 354 holes.

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In April 2006, we hired a geologist, Richard E. Schneider, to
prepare a report evaluating the High Park Claims. Based on his own evaluation
and on historical work by Pikes Peak, our geologist recommended a two stage
exploration program, which we intend to carry out.

Our plan of exploration for the High Park Claims is as
follows:

Description of Phase of Exploration
      Description of Exploration Work RequiredFirst Phase
      Complete drilling of 25
          new holes to confirm prior exploration results and delineate ore body.
          
          Conduct ground scintillation survey to identify new drilling targets.
          
          Sample volcanic intrusive. 
          Undertake a scoping study to assess feasibility of putting the High
          Park property into production. As part of this process we This includes
          tying up certain surface and mineral rights currently owned by a Rancher
          in the area. (Done see press release) Developing a relationship with
          the Cotter Corporation to ensure that there is a nearby processing facility
          for the uranium ore. Re-drill two small areas of resource to verify
          past reserve calculations, commence permitting for buk sampling. It
          is estimated that this will cost approximately $600,000.Second Phase
      Conduct comprehensive drill
          program based on first phase results Stake out 25-30 new claims
        Conduct survey and drilling evaluation of newly acquired
          claims


The anticipated timetable and estimated budget for completion
for each stage of exploration are as follows:

Stage of Exploration
    Anticipated Timetable for
      Completion
    Estimated Cost of CompletionFirst Phase of Drilling
    Fall 2007
    Exploration Equipment Field &
      survey work, mapping, project geologist salary and expenses for 12
      months. 25 drill holes at $10 per foot Permitting,
      surveying, and maintenance of claims
    $100,000 $75,000 $65,000 $50,000Total
      Cost of First Phase
    $290,000


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Second Phase of Drilling
    Fall 2008 or Spring 2009
    Comprehensive drilling program of first
      phase area Property leasing and staking of new claims
      Evaluation of newly staked claims
      $200,000 
        $100,000 $250,000Total
      Cost of Second Phase
      $550,000


Geology

The project area 25 is part of the Tallahassee Creek
Conglomerate of Oligocene age. Outcrops of the Oligocene Wall Mountain Tuff also
occur throughout areas the unexplored areas 30 and 31. The Echo Park Formation
of Eocene age also outcrops in the central part of section 25 on fairly steep
slopes and in gullies. The outcrop area has not been extensively explored, and a
detailed description of the Echo Park Formation is not available. Mineralized
trends are identified in at least five horizons within the project area. These
are related to multiple braided stream channel deposits in the Tallahassee Creek
Conglomerate, and possibly the Echo Park Formation. These channels cut into the
underlying granites and rhyolites. The channel system is identified as having
weathered medium to large granite boulders, volcanic tuff and smaller sand and
gravels. The streams are further identified as containing small to large pieces
of petrified palm wood and carbonized wood. The channels can range in width from
several hundred feet to over a mile. The channels are Eocene in age and
classified as being 35,000,000 years old.

Mineralization

The ore is contained in the Tallahassee Creek Conglomerate. The
minerals are autunite, uraninite, gummite and uranophane. To the east side of
the property is a volcanic intrusive that has come up through the granites and
rhyolites. It is estimated to be approximately 1,800 feet by 2,500 feet in area
and Tertiary in age. Depth could go to several thousands of feet. The intrusive
is radioactive.

Proteus Claims

Location

The Proteus Claims consist of 939 unpatented lode uranium
mining claims, which include: 372 claims in Fremont County, 508 claims in Park
County, 43 claims in Saguache County, 13 claims in San Juan County, and 3 claims
in Teller County; all located near Cañon City, Colorado, USA. The claims are
collectively known as the Proteus Claims. The claims are accessible by paved
roads and tracks giving easy accessibility. Canon City is approximately an
hours drive southwest of Colorado Springs and is home to the Cotter Corporation
uranium mill. This mill suspended operation in 2001 and is currently in the
process of refurbishment.



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Ownership Interest

The structure of the transaction in which we have acquired an
option to indirectly acquire 939 unpatented lode uranium mining claims, which
include: 372 claims in Fremont County, 508 claims in Park County, 43 claims in
Saguache County, 13 claims in San Juan County, and 3 claims in Teller County;
all located near Cañon City, Colorado, USA (collectively the Proteus Claims)
is as follows:

On August 1, 2007 Proteus Mining Limited, a company organized
under the laws of England and Wales (Proteus) entered into an option agreement
to acquire the Proteus Claims from Pikes Peak Energy LLC. Upon exercising the
option, Proteus assigned the newly acquired Proteus Claims to several of its
subsidiaries (Proteus Subsidiaries).

On August 16, 2007 we entered into a non-binding letter of
intent with Proteus with regards to the negotiation of the acquisition of the
Proteus Claims. We paid $250,000 to Proteus in anticipation of our negotiations
reaching a binding agreement. The $250,000 payment would be refunded if a
binding agreement was not entered into.

On August 27, 2007 we entered into a binding Option Agreement
pursuant to which we have acquired an option to purchase 100% of the issued and
outstanding securities of the Proteus Subsidiaries, and thereby, acquire the
Proteus Claims. Neither Proteus nor the Proteus Subsidiaries may sell or
otherwise encumber the Proteus Claims during the term of the Option Agreement.
In order to exercise the option and acquire 100% of the issued and outstanding
securities of Proteus Subsidiaries, we must make the following payments to
Proteus:

| | a. | $1,125,000 to be paid by August 22, 2007
(paid);                                                                                                                                                                                                                                                                        
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | $6,300,000 to be paid by November 28, 2007; and                                                                                                                                                                                                                                                                         
| | c. | 2,000,000 fully paid and non assessable common shares of
      Buckingham, free from all liens, charges and other type of encumbrance
      (but subject to Regulation S promulgated under the United States
      Securities Act of 1933, as amended) to be issued and delivered to Proteus
      by November 28, 2007.

If the payments are not made in accordance with the time
periods set out above, the option will terminate and be of no further effect.
However, if the payments are made by the due dates, then we will have exercised
the option and Proteus shall immediately transfer to us all of the issued and
outstanding securities of the Proteus Subsidiaries.

After we have acquired the Proteus Subsidiaries, and therefore
the Proteus Claims, we will be required to pay maintenance fees of approximately
$175 per claim per year, which equals approximately $164,325 in total per year.



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History of Operations

Most of the Proteus Claims are located within close proximity
(50 mile radius) of the Cotter uranium mill located in Cañon City. This mill
suspended operation in 2001 and is currently in the process of refurbishment. It
is anticipated that the mill will be opening again in early 2010. Virtually all
of the claims have been previously owned, drilled or worked on by one of the
major uranium companies that operated in the area during the last uranium boom
that took place in the late 1970s and early 1980s. These companies include:
Union Carbide, Cypress Mining, Urania, Westinghouse and Cotter Corporation.

Present Condition of the Property and Current State of
Exploration

We have opened a field office in Cañon City staffed by a
project manager and have engaged the services of several experienced consultants
in the areas of geology, geophysics, surveying and staking.

Upon acquisition of the claims, our intended plan of operation
is as described below.

As a result of the large number of claims comprising the
Proteus Claims, we intend to carry out early stage geophysics, mapping, sampling
and drill programs on certain of the claims to bring them to a level of
knowledge where they can be joint-ventured or sufficient funding raised to
complete feasibility studies.

In particular, over the next 12 months beginning September
2007, we intend to carry out the following actions with respect to the Proteus
Claims:

- Fly an airborne geophysical survey to define limits to potentially
  mineralized palaeo-channels and locate surface uranium anomalies.
- Carry out a 3 phase drill program on the Alpha, Beta, Gamma and Elk uranium
  claims (which form part of the Proteus Claims), where previous exploration
  work has shown the presence of significant uranium mineralization. This
  property is in the same geological setting as the nearby Hansen ore-body which
  is reported to contain 30 million pounds of U3O8 at 0.02grade. This program is
  designed to cost approximately $650,000.
- Continue to seek out old reports and drill data to enhance the value of the
  existing portfolio of properties.

Geology

The Proteus Claims focuses primarily on roll front uranium
deposits hosted in Oligocene Tallahassee Creek Conglomerate, the Eocene Echo
Park Formation and Wall Mountain Pass Formations. These formations represent
fluvial and/or or alluvial deposits, laid down in palaeochannels. The
palaeochannel sediments were deposited on older Precambrian granites. This area
is in the same geological setting as the nearby Hansen ore-body.

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In addition, we have optioned approximately 500 claims that are
held in the Kenosha Pass area grouped into several separate properties. These
additional claims will form part of the Proteus Claims. The properties cover a
number of old open pit and underground workings. This group of claims is the
only one that targets primary uranium mineralization, as opposed to the tertiary
palaeochannels. This mineralization is hosted by the Swan Dike Formation and is
high grade pitchblende associated with hydrothermal veins in intrusive.

In addition to the specific plan of operations for the
individual properties, we also intend over the next 12 months, beginning
September 2007, to continue to identify and stake other properties that were
previously owned and partially developed by the major uranium companies in the
1970s. To date, a further 600 claims have been identified in the region of the
Proteus Claims and we anticipate that staking will commence by the end of the
summer. This will cost approximately $500,000 in staking costs and fees payable
to the State of Colorado and Bureau of land Management (BLM).

Glossary of Technical Terms

Term
      DefinitionAutunite
      A radioactive, yellow, greenish
          fluorescent mineral characterized by high uranium content and that is
          used as uranium ore.Aphebian
      A time period within the
          Precambrian era; (between 2.5 and 1.8 billion years ago)Archean
      The period in Earth's history
          between 2.5 billion years ago and 4.0 billion years agoAnticlinal
      A
          plane of growth or development at right angles to the nearest surfaceBiotite
      A widely distributed rock-forming
          mineral of the mica group. It is generally black, dark brown, or dark
          green and forms a component of crystalline rocks (either as an original
          crystal in igneous rocks, or as a product of metamorphic origin in gneisses
          and schists) or a detrital component of sedimentary rocksBraided stream 
        or braided 
        stream 
        channels.
      A network of small channels
          separated by small and often temporary islands called braid bars. Braided
          streams are common wherever a drastic reduction in water flow causes
          the rapid deposition of the stream's sediment load. Braided channels
          are also typical of river deltas and areas of high erosion.Extrusive
      A body of igneous rock that
          has crystallized from a molten magma below the surfaceGranite
      A
          commonly occurring variety of intrusive igneous rock.Ground 
        Scintillation
      A method of uranium prospecting
          that employs a scintillation counter, a specialized instrument for detecting
          the presence of radioactive minerals.Gummite
      A yellow amorphous mineral
          composed of uranium minerals, oxides, silicates, hydrates and hydrous
          oxides of uranium, derived from the alteration of uraninite. It is named
          for its gum-like consistency.


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Intrusive
      A body of igneous rock that
          has crystallized from a molten magma below the surface.Igneous
      A
          body of rock that has crystallized from a molten magma.Eocene
      A
          geologic period that extends between 55 and 34 million years ago.Fluviatile
      Living
          in riversGraben
      An elongate crustal block
          that is relatively depressed (downdropped) between two fault systems.Geochemical 
        survey
      A sampling program focusing
          on trace elements that are commonly found associated with mineral deposits.
          Common trace elements for gold are mercury, arsenic, and antimony.Geologic 
        mapping
      The process of mapping geologic
          formations, associated rock characteristics and structural features.Geophysical
      The
          study of the earth by quantitative physical methods.Geophysical 
        survey
      The systematic measurement
          of electrical, gravity, seismic, magnetic, or other properties as a
          tool to help identify rock type(s), faults, structures and minerals.Metamorphic 
        rock
      Re-existing rock that has
          been physically changed by temperature, pressure, shearing stress, or
          chemical environment, generally at depth in the Earths crust.Oligocene
      A geologic period that extends
          between 34 million to 23 million years ago.Orthoquartzites
      Sandstone may be converted
          to quartzite by precipitation of silica from waters below the Earth's
          surface; such rocks are called orthoquartzitesPitchblende
      Common
          form of uraninite, a uranium rich mineral.Proterozoic
      The Proterozoic (also called
          the Cryptozoic) was an eon in geological time that lasted from 2.5 billion
          years ago to 540 million years ago. During the Proterozoic Eon, the
          first multicellular life evolved, including 
          colonial algae, solf-bodied invertebrates, and sponges.Pyroclastic
      An adjective used to describe
          rock materials formed by fragmentation as a result of volcanic actionQuartz 
        Monzonite
      A rock enriched in lighter
          elements formed when molten rock (magma) cools and solidifies.Rhyolite
      A
          commonly occurring variety of extrusive igneous rock.Sediment
      Any particulate matter that
          can be transported by fluid flow and which eventually is deposited as
          a layer of solid particles on the bed or bottom of a body of water or
          other liquid.Shale
      Shale is a fine-grained
          sedimentary rock whose original constituents were clays or muds. It
          is characterized by thin laminae breaking with an irregular curving
          fracture, often splintery, and parallel to the often indistinguishable
          bedding planes. Non-fissile rocks of similar composition but made of
          particles smaller than 1/16 mm are mudstones. Rocks with similar particle
          sizes but with less clay and therefore grittier are siltstones.


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Strata
      Layers
          of sediment or layers of sedimentary rock.Tertiary
      A geological period that
          extends approximately 65 million to 1.8 million years ago.Uraninite
      A
          black, uranium-rich mineral that also contains lead and rare earths.U3O8
      A uranium feedstock ore
          that contains dirt and other rocks. It is for all subsequent uranium
          processing and applications.Uranophane
      A yellow, radioactive mineral
          composed of uranium and silica that forms from the oxidation of uranium
          bearing minerals.Wall Mountain 
        Tuff
      A type of rock formed from
          volcanic ash ejected from vents during a volcanic eruption and forming
          on mountain walls.


|**Item 3.** | Legal Proceedings
|----------- | -----------------

We are not aware of any pending or threatened legal proceedings
which involve us or any of our properties or subsidiaries.

|**Item 4.** | Submission of Matters to a Vote of Security
      Holders
|----------- | ---------------------------------------------------------

None

PART II

|**Item 5.** | Market for Common Equity and Related
      Stockholder Matters.
|----------- | ---------------------------------------------------------------

Market Information

Our common stock is quoted on the OTC Bulletin Board under the
symbol "BUKX.OB". The market for our stock is highly volatile. We cannot assure
you that there will be a market in the future for our common stock. The OTC
Bulletin Board securities are not listed and traded on the floor of an organized
national or regional stock exchange. Instead, OTC Bulletin Board securities
transactions are conducted through a telephone and computer network connecting
dealers in stocks. OTC Bulletin Board stocks are traditionally smaller companies
that do not meet the financial and other listing requirements of a regional or
national stock exchange.

Our common stock began quotation on the OTC Bulletin Board on
  May 8, 2007. From May 8, 2007 to May 31, 2007 the lowest price of our common
  shares as quoted on the OTC Bulletin Board was $0.30 and the highest price was
  $0.70. On August 29, 2007, the high price of our common stock was $1.00 and
  the low price of our common stock was $0.60. As of August 29, 2007 we had 38,882,250
  shares of common stock outstanding, outstanding warrants to purchase 4,000,000
  common shares for a period of two years at an exercise price of 30 cents during
  the first year and 35 cents during the second year, and 3,000,000 shares at
  an exercise price of $1.00 per share exercisable for a period of two years from
  the date of issuance or 5 business days after our common stock trades at least
  once per day on the OTC Bulletin Board at a price equal to or above $1.25 per
  share for seven consecutive trading days. As at August 29, 2007, there are approximately
  70 stockholders of record.

Dividend Policy

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We have not declared or paid any cash dividends since
inception. We intend to retain future earnings, if any, for use in the operation
and expansion of our business and do not intend to pay any cash dividends in the
foreseeable future.

Equity Compensation Plans

As at May 31, 2007 we had no equity compensation plan in
place.

Recent Sales of Unregistered Securities

Since inception on April 4, 2006 to August 29, 2007, we have
  completed the following sales of unregistered securities:

- On September 28, 2006, we issued 120,000 shares of common stock at $0.10
      per share as compensation for services of our transfer agent, Island Capital
      Management LLC dba Island Stock Transfer. The shares issued to our transfer
      agent, US shareholder, were exempt from registration pursuant to Section
      4(2) of the Securities Act.
- On May 8, 2006, we issued 20,000,000 shares of common stock to our director,
      C. Robin Relph at $0.0001 per share.
- On May 20, 2006, we issued 1,000,000 shares of common stock to Shelley
      Miller in exchange for cash at $0.0001 per share.
- On May 26, 2006, we issued 1,000,000 shares of common stock to Aran Asset
      Management SA in exchange for cash at $0.0001 per share.
- On July 1, 2006, we issued an aggregate of 527,250 shares of common stock
      in exchange for cash at $0.10 per share to investors outside of the US.
- On August 8, 2006, we issued 1,000,000 shares of our common stock at $0.10
      to each of (i) Elite Vantage Development Limited, in Hong Kong, and (ii)
      Henry Tam in partial payment for the purchase of 100% of the right, title
      and interest, subject to a 2% smelter return, to a mineral claim our the
      Simpson Island Property. We paid $45,125 to complete the purchase of the
      mineral claim.

24

---

- On May 7, 2007 we issued 200,000 shares at a price of $0.10 per share to
      our corporate counsel, Penny Green of Bacchus Law Group, as a gratuitous
      bonus in relation to her provision of services to us. We signed a Certificate
      of Independent Legal Advice dated May 7, 2007 in relation to this issuance.
- On May 7, 2007 we issued 20,000 shares to a non-US investor for cash at
      $0.10 per share. On this date, we also entered into a Management Agreement
      with Christopher Robin Relph, under which inter aliawe have granted
      Christopher Robin Relph an Option to Purchase 2,000,000 shares at a price
      of US$0.10. The options have an expiry date of May 7, 2010.
- On May 11, 2007 we issued 6,000,000 common shares at a price of $0.10 per
    share to two non-US individuals. The shares were issued a) pursuant to the
    agreement we entered into on May 9, 2007 relating to the acquisition of the
    mining claims located in Teller County, Colorado, and b) in lieu of a finder’s
    fee related to the mineral claims agreement.
- On May 16, 2007 we sold a non-brokered private placement of 4,300,000 units
      at a price of $0.25 per unit, raising a total of $1,075,000. Each unit consists
      of one common share and one non-transferable share purchase warrant for
      the purchase of one further common share within two years at the price of
      $0.30 cents per share in year one and $0.35 cents per share in year two.
      The units have been placed with various European investors. The funds have
      been or will be used for the purchase of the High Park mineral claims, unallocated
      working capital, and exploration programs. We paid a finder's fee to a third
      party of 215,000 shares of our common stock at fair market value of $0.25
      per share equal to 5% of that private placement.
- On August 10, 2007 we issued 14 non-US investors 3,500,000 units at a price
    of $0.50 per unit for gross proceeds of $1,750,000. Each unit consists of
    one common share and one non-transferable share purchase warrant. Each warrant
    can be exercisable at $1.00 per share for a period of two years from the date
    of issuance or 5 business days after our common stock trades at least once
    per day on the OTC Bulletin Board at a price equal to or above $1.25 per share
    for seven consecutive trading days. We paid $175,000 to Aran Asset Management
    SA as commission.

With respect to the unregistered sales made, we relied on
Regulation S of the Securities Act of 1933, as amended. We did not engage in any
directed selling efforts, as defined in Regulation S, in the United States in
connection with the sale of the units. Each investor was not a US person, as
defined in Regulation S, and was not acquiring the shares for the account or
benefit of a US person.

Our reliance upon the exemption under Section 4(2) of the
Securities Act of 1933 was based on the fact that the issuance of these shares
did not involve a public offering.The offering was not a "public
offering" as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number of
shares offered. We did not undertake an offering in which we sold a high number
of shares to a high number of investors. In addition, the investors had the
necessary investment intent as required by Section 4(2) since they agreed to and
received a share certificate bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the Securities Act. This restriction ensures
that these shares would not be immediately redistributed into the market and
therefore not be part of a "public offering." The investors negotiated the terms
of the transactions directly with our executive officers. No general
solicitation was used, no commission or other remuneration was paid in
connection with these transactions, and no underwriter participated. Based on an
analysis of the above factors, these transactions were effected in reliance on
the exemption from registration provided in Section 4(2) of the Securities Act
for transactions not involving any public offering.

As of May 31, 2007, other than the above mentioned
transactions, we did not sell any other securities.

25

---

|**Item
    6.** | Managements Discussion and Analysis
      or Plan of Operation
|--------------- | ---------------------------------------------------------------

The following discussion should be read in conjunction with our
consolidated financial statements, including the notes thereto, appearing
elsewhere in this Prospectus. The discussions of results, causes and trends
should not be construed to imply any conclusion that these results or trends
will necessarily continue into the future.

We are a development stage company. Although we have generated
revenues we have incurred significant operating losses from operations. We will
need additional financing to sustain operations. Our auditors have issued us
with a going concern opinion. This means that our auditors believe there is
substantial doubt that we can continue as an ongoing business for the next
twelve months unless we obtain additional capital to pay our bills. Our only
source of cash at this time is investments by others in our company. We must
raise cash to implement our plan of operation.

Results of operations

Lack of Revenues

Since our inception on April 4, 2006 to May 31, 2007, we had
  not yet earned any revenues. As of May 31, 2007, we had an accumulated deficit
  of $1,670,365. At this time, our ability to generate any significant revenues
  continues to be uncertain. The auditor's report on our May 31, 2007 financial
  statements contains an additional explanatory paragraph which identifies issues
  that raise substantial doubt about our ability to continue as a going concern.
  Our financial statements do not include any adjustment that might result from
  the outcome of this uncertainty.

Expenses

From April 4, 2006 (date of inception) to May 31, 2007, our total
  expenses were $1,669,438. The major components of our expenses for this period
  consist of $1,345,125 for impairment of mineral property costs; general and
  administrative expenses of $228,400; professional fees of $93,521, and $2,392
  in other mineral property costs.

Total expenses for the year ended May 31, 2007 were $1,663,022
  including $1,345,125 for impairment of mineral property costs; $226,792 in general
  and administrative expenses; $88,713 in professional fees; and $2,392 in mineral
  property costs.

On August 8, 2006, we acquired a 100% interest in two mineral
claims located in the Northwest Territories for consideration of $245,125
payable as to $45, 125 in cash, and 2,000,000 common shares, with a fair value
of $200,000. On May 9, 2007 we entered into a purchase agreement with Pikes Peak
Resources, Inc. for the acquisition of 29 unpatented mining claims located in
Teller County, Colorado. The purchase consideration for the claims is one
million dollars payable as to $500,000 cash and 5,000,000 shares of the common
stock with a fair value of $500,000. As these properties have not been
determined whether there are proven or probable reserves on the properties, we
has recognized an impairment loss of $1,345,125 of mineral property acquisition
costs for the year ended May 31, 2007.

26

---

Our professional fees consisted primarily of legal, accounting
and auditing fees. Our other administrative expenses consist of consulting fees,
foreign exchange loss, mineral property costs, transfer agent and filing fees,
office supplies, travel expenses, rent, communication expenses (cellular,
internet, fax, telephone), office maintenance, courier and postage costs, and
office equipment.

Net Loss

For the year ended May 31, 2007 we incurred net loss of $1,663,949.
  From April 4, 2006 (date of inception) to May 31, 2007, we incurred an aggregate
  net loss of $1,670,365. The loss was primarily due to increased impairment of
  mineral property costs, legal fees, consulting fees and general and administrative
  costs associated with a new company that has not yet earned any revenues. We
  expect to continue to incur losses over the next two years.

Liquidity and Capital Resources

As of May 31, 2007, we had cash of $456,274 in our bank accounts
  and a working capital surplus of $428,559. This is a significant increase from
  our cash position the previous year, at May 31, 2006, when we had $13,837 in
  our bank accounts. As of May 31, 2007, our account payable was $12,462 and total
  liabilities were $55,952. Our net loss per share was $0.06 for the year end
  May 31, 2007.

Our net loss of $1,663,949 from April 4, 2006 (date of inception)
  to May 31, 2007 was mostly funded by a combination of private placements, and
  loans. During the year ended May 31, 2007 we raised $1,119,375 from the sale
  of our common stock.

We used net cash of $545,125 in investing activities and net
  cash of $162,258 in operating activities, for the year ending May 31, 2007.
  We received net cash of $1,149,820 from financing activities for the year ending
  May 31, 2007. For the year ending May 31, 2007, our monthly cash requirement
  was approximately $58,948 in operating and investing activities. As of May 31,
  2007, we had cash of $456,274 which will cover our costs for approximately 7
  months according to our current monthly burn rate.

We expect that our total expenses will increase over the next
year as we increase our business operations and seek additional mineral
interests. We have not been able to reach the break-even point since our
inception on April 4, 2006 and have had to rely on outside capital resources. We
do not anticipate making any revenues for the next year.

We estimate that over the next 12 months (beginning September
2007) we will spend approximately $11,995,325 on the following costs:

Description
    Cost
      ($)Payment towards acquisition of High Parks Claims
      2,900,000Exploration of
      High Parks Claims
    780,000Payment towards acquisition of Proteus Claims
      6,300,000Exploration of
      Proteus Claims
    800,000


27

---

Maintenance fees
      for the Proteus Claims
    164,325Exploration of
      Simpson Island Claims
    356,000Acquisition of
      further mineral claims
    500,000Professional Fees
    60,000Transfer Agent
      Fees
    3,000Consulting
      Expenses
    120,000General and
      Administrative Expenses
    12,000TOTAL
    11,995,325


On February 19, 2007, we issued a promissory note in exchange
for proceeds of $23,362 in the form of an unsecured loan, bearing interest at 1%
per month with no repayment terms. During the year ended May 31, 2007, interest
expense of $137 relating to the note was accrued.

In addition, as of May 31, 2007, we are indebted to our
President for $10,172 (2006 - $6,089), representing cash proceeds for our
financing operations; and we are indebted to a company with a common director,
for $3,500 (2006 - $500) for rent expense. This amount is unsecured,
non-interest bearing, and has no repayment terms

From April 4, 2006 (date of inception) to May 31, 2007, we raised
  $1,121,575 in cash from equity financing.

On August 10, 2007 we sold a private placement of 3,500,000 units,
  at a price of $0.50 per unit, raising a total of $1,750,000. Each unit consists
  of one common share, and one non-transferable warrant to purchase one common
  share at an exercise price of $1.00. Each warrant will expire on the earlier
  of two years after the date it was issued or after five business days following
  the seventh consecutive trading day on which our common stock trades at least
  once on the OTC Bulletin Board at a price equal to or above $1.25 per share.

The independent certified public accountant has stated in their
report included in our financial statements below that our recurring losses
raise substantial doubts about our ability to continue as a going concern, and
we are dependent upon management's ability to develop profitable operations.

If we are unable to achieve the necessary additional financing,
then we plan to reduce the amounts that we spend on our exploration activities
and administrative expenses in order to be within the amount of capital
resources that are available to us. Specifically, we anticipate that we would
defer any drilling programs pending our obtaining additional financing. Given
our plan to scale back our operations if we do not achieve additional financing,
we anticipate that our current cash and working capital will be sufficient to
enable us to sustain our operations and our interests in our mineral properties
for the next twelve months.

28

---

Future Financings

We will require additional financing in order to proceed with
the exploration of our mineral properties. We plan to complete private placement
sales of our common stock in order to raise the funds necessary to pursue our
plan of operations. Issuances of additional shares will result in dilution to
our existing shareholders. We have just completed a private placement of
3,500,000 units, at a price of $0.50 per unit, raising a total of $1,750,000. We
currently do not have any arrangements in place for the completion of any
further private placement financings and there is no assurance that we will be
successful in completing any further private placement financings.

Inflation

The effect of inflation on our revenue and operating results
was not significant.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S.
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. An
accounting policy is considered to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used, or changes in the accounting estimates that are reasonably
likely to occur periodically, could materially impact the financial statements.
Financial Reporting Release No. 60 requires all companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 2 to the financial statements, includes a summary of
the significant accounting policies and methods used in the preparation of our
financial statements. The following is a brief discussion of the more
significant accounting policies and methods used by us.

Mineral Property Costs

We have been in the exploration stage since its inception on
April 4, 2006 and have not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition and exploration of mining
properties. Mineral property exploration costs are expensed as incurred. Mineral
property acquisition costs are initially capitalized when incurred using the
guidance in EITF 04-02, Whether Mineral Rights Are Tangible or Intangible
Assets. We assess the carrying costs for impairment under SFAS 144, Accounting
for Impairment or Disposal of Long Lived Assets at each fiscal quarter end.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
then incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve. If mineral properties are subsequently abandoned or impaired,
any capitalized costs will be charged to operations.



29

---

Cash and Cash Equivalents

We consider all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents.

Off-Balance Sheet Arrangements

As of May 31, 2007, 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.

|**Item 7.** | Financial Statements
|----------- | --------------------

Our fiscal year end is May 31. We will provide audited
financial statements to our stockholders on an annual basis. Our audited
financial statements as of May 31, 2007 follow as pages F-1 through F-18.

30

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  May 31, 2007









|                                                        | Index
|------------------------------------------------------- | -----
|                                                        |      
|Report of Independent Registered Public Accounting Firm | F-1  
|                                                        |      
|Consolidated Balance Sheets                             | F-2  
|                                                        |      
|Consolidated Statements of Operations                   | F-3  
|                                                        |      
|Consolidated Statements of Cash Flows                   | F-4  
|                                                        |      
|Consolidated Statement of Stockholders Equity          | F-5  
|                                                        |      
|Consolidated Notes to the Financial Statements          | F-6  

---



Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders 
  Buckingham Exploration Inc.
  (An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets
  of Buckingham Exploration Inc. (An Exploration Stage Company) as of May 31,
  2007 and 2006, and the related consolidated statements of operations, cash flows
  and stockholders' equity for the year ended May 31, 2007, for the period from
  April 4, 2006 (Date of Inception) to May 31, 2006, and accumulated from April
  4, 2006 (Date of Inception) to May 31, 2007. 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 the 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 Buckingham Exploration
  Inc. (An Exploration Stage Company) as of May 31, 2007 and 2006, and the results
  of its operations and its cash flows for the year ended May 31, 2007, for the
  period from April 4, 2006 (Date of Inception) to May 31, 2006, and accumulated
  from April 4, 2006 (Date of Inception) to May 31, 2007 in conformity with accounting
  principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As discussed in Note 1 to the
  financial statements, the Company has not generated any revenues and has incurred
  an operating loss since inception. These factors raise substantial doubt about
  the Companys ability to continue as a going concern. Managements
  plans in regard to these matters are also discussed in Note 1. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

/s/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

August 22, 2007

(The accompanying notes are an integral part of these financial
  statements)

F-1

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Consolidated Balance Sheets 
  (Expressed in US dollars)

|                                                                        |  | May 31,    |   |  | May 31, |  
|----------------------------------------------------------------------- |  | ---------- | - |  | ------- | -
|                                                                        |  | 2007       |   |  | 2006    |  
|                                                                        |  | $          |   |  | $       |  
|                                                                        |  |            |   |  |         |  
|ASSETS                                                                  |  |            |   |  |         |  
|                                                                        |  |            |   |  |         |  
|Current Assets                                                          |  |            |   |  |         |  
|Cash                                                                    |  | 456,274    |   |  | 13,837  |  
|Other receivables                                                       |  | 22,112     |   |  | -       |  
|Prepaid expenses                                                        |  | 6,125      |   |  | -       |  
|Total Assets                                                            |  | 484,511    |   |  | 13,837  |  
|                                                                        |  |            |   |  |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                    |  |            |   |  |         |  
|                                                                        |  |            |   |  |         |  
|Current Liabilities                                                     |  |            |   |  |         |  
|Accounts payable                                                        |  | 12,462     |   |  | -       |  
|Accrued liabilities                                                     |  | 6,456      |   |  | 1,114   |  
|Due to related parties (Note
      5)                                   |  | 13,672     |   |  | 6,589   |  
|Note payable (Note 4)                                                   |  | 23,362     |   |  | -       |  
|Total Liabilities                                                       |  | 55,952     |   |  | 7,703   |  
|                                                                        |  |            |   |  |         |  
|Commitments and Contingencies (Notes 1 and 10)                          |  |            |   |  |         |  
|                                                                        |  |            |   |  |         |  
|Stockholders Equity                                                    |  |            |   |  |         |  
|                                                                        |  |            |   |  |         |  
|Preferred Stock, 20,000,000 shares authorized, $0.0001 par
      value, |  |            |   |  |         |  
|NIL issued and outstanding                                              |  | -          |   |  |        |  
|Common Stock, 80,000,000 shares authorized, $0.0001 par value           |  |            |   |  |         |  
|35,382,250 and 22,000,000 shares issued and
      outstanding           |  | 3,538      |   |  | 2,200   |  
|Additional Paid-in Capital                                              |  | 2,095,386  |   |  | -       |  
|Common Stock Subscribed (Note 6)                                        |  | -          |   |  | 10,350  |  
|Deficit Accumulated
      During the Exploration Stage                  |  | (1,670,365 | ) |  | (6,416  | )
|Total Stockholders Equity                                              |  | 428,559    |   |  | 6,134   |  
|Total Liabilities
      and Stockholders Equity                        |  | 484,511    |   |  | 13,837  |  

(The accompanying notes are an integral part of these financial
  statements)

F-2

---

Buckingham Exploration Inc.
  (An Exploration Stage Company) 
  Consolidated Statements of Operations 
  (Expressed in US dollars)

|                                                    |  |            |   |  | For the period |   |  | Accumulated   |  
|--------------------------------------------------- |  | ---------- | - |  | -------------- | - |  | ------------- | -
|                                                    |  |            |   |  | from April 4,  |   |  | from April 4, |  
|                                                    |  | Year Ended |   |  | 2006 (Date of  |   |  | 2006 (Date of |  
|                                                    |  | May 31,    |   |  | Inception) to  |   |  | Inception) to |  
|                                                    |  | 2007       |   |  | May 31, 2006   |   |  | May 31, 2007  |  
|                                                    |  | $          |   |  | $              |   |  | $             |  
|                                                    |  |            |   |  |                |   |  |               |  
|                                                    |  |            |   |  |                |   |  |               |  
|Revenue                                             |  | -          |   |  | -              |   |  | -             |  
|                                                    |  |            |   |  |                |   |  |               |  
|                                                    |  |            |   |  |                |   |  |               |  
|Expenses                                            |  |            |   |  |                |   |  |               |  
|                                                    |  |            |   |  |                |   |  |               |  
|General and administrative
      (1)                |  | 226,792    |   |  | 1,608          |   |  | 228,400       |  
|Impairment
      of mineral property costs (Note 4) |  | 1,345,125  |   |  | -              |   |  | 1,345,125     |  
|Mineral property costs                              |  | 2,392      |   |  | -              |   |  | 2,392         |  
|Professional fees                                   |  | 88,713     |   |  | 4,808          |   |  | 93,521        |  
|                                                    |  |            |   |  |                |   |  |               |  
|Total Expenses                                      |  | 1,663,022  |   |  | 6,416          |   |  | 1,669,438     |  
|                                                    |  |            |   |  |                |   |  |               |  
|Other (Income) Expenses                             |  |            |   |  |                |   |  |               |  
|                                                    |  |            |   |  |                |   |  |               |  
|Interest
      income                               |  | (560       | ) |  | -              |   |  | (560          | )
|Interest expense                                    |  | 1,487      |   |  | -              |   |  | 1,487         |  
|                                                    |  |            |   |  |                |   |  |               |  
|Net Loss                                            |  | (1,663,949 | ) |  | (6,416         | ) |  | (1,670,365    | )
|                                                    |  |            |   |  |                |   |  |               |  
|Net Loss Per Share
       Basic and Diluted        |  | (0.06      | ) |  | -              |   |  | -             |  
|                                                    |  |            |   |  |                |   |  |               |  
|Weighted Average Shares
      Outstanding           |  | 27,186,000 |   |  | 8,351,000      |   |  |               |  
|                                                    |  |            |   |  |                |   |  |               |  
|(1)Stock based compensation included as follows:    |  |            |   |  |                |   |  |               |  
|General and administrative expenses                 |  | 134,999    |   |  | -              |   |  | 134,999       |  

(The accompanying notes are an integral part of these financial
  statements)

F-3

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Consolidated Statements of Cash Flows 
  (Expressed in US dollars)

|                                                           |  |              |   |  | For the period     |   |  | Accumulated        |  
|---------------------------------------------------------- |  | ------------ | - |  | ------------------ | - |  | ------------------ | -
|                                                           |  |              |   |  | from April 4, 2006 |   |  | from April 4, 2006 |  
|                                                           |  |              |   |  | (Date of           |   |  | (Date of           |  
|                                                           |  |              |   |  | Inception) to May  |   |  | Inception)         |  
|                                                           |  | May 31, 2007 |   |  | 31, 2006           |   |  | to May 31, 2007    |  
|                                                           |  | $            |   |  | $                  |   |  | $                  |  
|                                                           |  |              |   |  |                    |   |  |                    |  
|Operating Activities                                       |  |              |   |  |                    |   |  |                    |  
|Net loss                                                   |  | (1,663,949   | ) |  | (6,416             | ) |  | (1,670,365         | )
|                                                           |  |              |   |  |                    |   |  |                    |  
|Adjustments to reconcile net loss to net cash used in      |  |              |   |  |                    |   |  |                    |  
|operating activities                                       |  |              |   |  |                    |   |  |                    |  
|Impairment of mineral property
      costs                 |  | 1,345,125    |   |  | -                  |   |  | 1,345,125          |  
|Stock based
      compensation                             |  | 134,999      |   |  | -                  |   |  | 134,999            |  
|Common shares issued for
      services                    |  | 32,000       |   |  | -                  |   |  | 32,000             |  
|                                                           |  |              |   |  |                    |   |  |                    |  
|Changes in operating assets and liabilities                |  |              |   |  |                    |   |  |                    |  
|Accounts
      payable and accrued liabilities             |  | 17,804       |   |  | 1,114              |   |  | 18,918             |  
|Other receivables                                          |  | (22,112      | ) |  | -                  |   |  | (22,112            | )
|Prepaid expenses                                           |  | (6,125       | ) |  | -                  |   |  | (6,125             | )
|Due to related parties                                     |  | -            |   |  | 1,589              |   |  | 1,589              |  
|Net Cash Used in Operating Activities                      |  | (162,258     | ) |  | (3,713             | ) |  | (165,971           | )
|                                                           |  |              |   |  |                    |   |  |                    |  
|Investing Activities                                       |  |              |   |  |                    |   |  |                    |  
|Acquisition of mineral properties                          |  | (545,125     | ) |  | -                  |   |  | (545,125           | )
|Net Cash Used in Investing Activities                      |  | (545,125     | ) |  | -                  |   |  | (545,125           | )
|                                                           |  |              |   |  |                    |   |  |                    |  
|Financing Activities                                       |  |              |   |  |                    |   |  |                    |  
|Advance from a related party                               |  | 7,083        |   |  | 5,000              |   |  | 12,083             |  
|Note payable                                               |  | 23,362       |   |  | -                  |   |  | 23,362             |  
|Proceeds from common stock
      subscriptions             |  | -            |   |  | 10,350             |   |  | 10,350             |  
|Proceeds from the issuance
      of common stock           |  | 1,119,375    |   |  | 2,200              |   |  | 1,121,575          |  
|Net Cash Provided
      by Financing Activities            |  | 1,149,820    |   |  | 17,550             |   |  | 1,167,370          |  
|Increase In Cash                                           |  | 442,437      |   |  | 13,837             |   |  | 456,274            |  
|Cash - Beginning of
      Year                             |  | 13,837       |   |  |                   |   |  |                   |  
|Cash  End of Year                                         |  | 456,274      |   |  | 13,837             |   |  | 456,274            |  
|                                                           |  |              |   |  |                    |   |  |                    |  
|Non-Cash Investing and Financing Activities:               |  |              |   |  |                    |   |  |                    |  
|Common stock issued for mineral
      property             |  | 700,000      |   |  | -                  |   |  |                    |  
|acquisitions                                               |  |              |   |  |                    |   |  |                    |  
|Common stock issued for mineral
      property acquisition |  |              |   |  |                    |   |  |                    |  
|finders fee                                                |  | 100,000      |   |  | -                  |   |  |                    |  
|                                                           |  |              |   |  |                    |   |  |                    |  
|Supplemental Disclosures                                   |  |              |   |  |                    |   |  |                    |  
|Interest paid                                              |  | 1,487        |   |  | -                  |   |  |                    |  
|Income tax paid                                            |  | -            |   |  | -                  |   |  |                    |  

(The accompanying notes are an integral part of these financial
  statements)

F-4

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Consolidated Statement of Stockholders Equity
  For the Period from April 4, 2006 (Date of Inception) to May 31, 2007 
  (Expressed in US dollars)

DeficitAccumulatedCommon
      
      
      Additional
      
      
      During theStock
      
      
      Paid-Up
      
      
      ExplorationShares
      
      
      Amount
      
      
      Subscribed
      
      
      Capital
      
      
      Stage
      
      
      Total#
      
      
      $
      
      
      $
      
      
      $
      
      
      $
      
      
      $Balance  April 4, 2006 (Date of Inception)
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -May 8, 2006  issuance of common shares
        forcash proceeds at $0.0001 per share
      20,000,000
      
      
      2,000
      
      
      -
      
      
      -
      
      
      -
      
      
      2,000May 20, 2006  issuance of common shares for
      
      
      
      
      
      
      
      
      
      -cash proceeds at $0.0001 per share
      1,000,000
      
      
      100
      
      
      -
      
      
      
      
      
      -
      
      
      100May 26, 2006  issuance of common shares
        forcash proceeds at $0.0001 per share
      1,000,000
      
      
      100
      
      
      -
      
      
      -
      
      
      -
      
      
      100May 31, 2006  common shares subscribed at$0.10 per share
      -
      
      
      -
      
      
      10,350
      
      
      -
      
      
      -
      
      
      10,350Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (6,416
      )
      
      (6,416
      )Balance  May 31, 2006
      22,000,000
      
      
      2,200
      
      
      10,350
      
      
      -
      
      
      (6,416
      )
      
      6,134July 1, 2006  issuance of common shares
        forcash proceeds at $0.10 per share
      527,250
      
      
      53
      
      
      (10,350
      )
      
      52,672
      
      
      -
      
      
      42,375August 8, 2006  issuance of common sharesfor acquisition of mineral property at $0.10
        pershare
      2,000,000
      
      
      200
      
      
      -
      
      
      199,800
      
      
      -
      
      
      200,000September 28, 2006  issuance of commonshares for transfer agent expenses at $0.10
        pershare
      120,000
      
      
      12
      
      
      -
      
      
      11,988
      
      
      -
      
      
      12,000May 7, 2006  issuance of common shares forproceeds cash at $0.10 per share
      20,000
      
      
      2
      
      
      -
      
      
      1,998
      
      
      -
      
      
      2,000May 7, 2007  issuance of common shares
        forlegal fees at $0.10 per share
      200,000
      
      
      20
      
      
      -
      
      
      19,980
      
      
      -
      
      
      20,000May 7, 2007  issuance of common shares foracquisition of mineral property at $0.10
        pershare
      5,000,000
      
      
      500
      
      
      -
      
      
      499,500
      
      
      -
      
      
      500,000May 11, 2007  issuance of common shares formineral property finders fee at $0.10 per
        share
      1,000,000
      
      
      100
      
      
      -
      
      
      99,900
      
      
      -
      
      
      100,000May 16, 2007  issuance of common shares
        forcash proceeds at $0.25 per share
      4,300,000
      
      
      430
      
      
      -
      
      
      1,074,570
      
      
      -
      
      
      1,075,000May 16, 2007  issuance of common shares forfinders fee at $0.25 per share
      215,000
      
      
      21
      
      
      -
      
      
      53,729
      
      
      -
      
      
      53,750Stock-based compensation
      -
      
      
      -
      
      
      -
      
      
      134,999
      
      
      -
      
      
      134,999Share issuance expenses
      -
      
      
      -
      
      
      -
      
      
      (53,750
      )
      
      -
      
      
      (53,750
      )Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      (1,663,949
      )
      
      (1,663,949
      )Balance  May 31, 2007
      35,382,250
      
      
      3,538
      
      
      -
      
      
      2,095,386
      
      
      (1,670,365
      )
      
      428,559


(The accompanying notes are an integral part of these financial
  statements)

F-5

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|1. | Nature of Operations and Continuance of Business
|-- | ------------------------------------------------

Buckingham Exploration Inc. (the Company)
  was incorporated in the State of Nevada on April 4, 2006. The Company is an
  Exploration Stage Company, as defined by Statement of Financial Accounting Standard
  (SFAS) No.7 Accounting and Reporting for Development Stage
  Enterprises. The Companys principal business is the acquisition
  and exploration of mineral resources. The Company has not presently determined
  whether its properties contain mineral reserves that are economically recoverable.

These financial statements have been
  prepared on a going concern basis, which implies the Company will continue to
  realize its assets and discharge its liabilities in the normal course of business.
  The Company has never generated revenues since inception and has never paid
  any dividends and is unlikely to pay dividends or generate earnings in the immediate
  or foreseeable future. The continuation of the Company as a going concern is
  dependent upon the continued financial support from its shareholders, the ability
  of the Company to obtain necessary equity financing to continue operations,
  and the attainment of profitable operations. As at May 31, 2007, the Company
  has an accumulated loss of $1,670,365. These factors raise substantial doubt
  regarding the Companys ability to continue as a going concern. These financial
  statements do not include any adjustments to the recoverability and classification
  of recorded asset amounts and classification of liabilities that might be necessary
  should the Company be unable to continue as a going concern.

On December 12, 2006, the Company filed
  and amended SB-2 Registration Statement with the United States Securities and
  Exchange Commission that was declared effective December 22, 2006 to register
  3,047,250 shares of common stock for resale by existing shareholders of the
  Company. The Company did not receive any proceeds on the resale of common stock
  by existing shareholders.

On August 10, 2007, the Company sold
  a private placement of 3.5 million units at a price of $0.50 per unit, raising
  a total of $1,750,000. Each unit consists of one common share and one non-transferable
  warrant to purchase of one further common share at an exercise price of $1.00.
  Each warrant will expire on the earlier of two years from the date it is issued
  or after five business days following the seventh consecutive trading day on
  which the Companys common stock trades at least once on the NASDAQ operated
  OTC Bulletin Board at a price equal to or above $1.25 per share.

|2. | Summary of Significant Accounting Policies
|-- | ------------------------------------------
|   |                                           
|   | (a)                                       
|   |                                           
|   |                                           
|   |                                           
|   | (b)                                       
|   |                                           
|   |                                           

F-6

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (c)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (d)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (e)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (f)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (g)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (h)                                                           
|   |                                                               
|   |                                                               

F-7

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (i)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (i)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (j)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   | (l)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               

F-8

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|2. | Summary of Significant Accounting Policies
        (continued)
|-- | --------------------------------------------------------------
|   |                                                               
|   | (m)                                                           
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|   |                                                               
|3. | Mineral Property                                              

On August 8, 2006, the Company acquired
  a 100% interest in two mineral claims located in the Northwest Territories for
  consideration of $245,125 payable as to $45,125 (CDN$50,000) cash, and 2,000,000
  common shares, with a fair value of $200,000. The mineral claims are subject
  to a 2% net smelter return. The Company has the option to acquire up to an additional
  1% of the net smelter royalty for proceeds of $902,500 throughout the life of
  the agreement. As it has not been determined whether there are proven or probable
  reserves on the property, the Company has recognized an impairment loss of $245,125
  of mineral property acquisition costs for the year ended May 31, 2007.

On May 9, 2007 the Company entered into
  a purchase agreement with Pikes Peak Resources, Inc., a British Columbia corporation,
  for the acquisition of 29 unpatented mining claims located in Teller County,
  Colorado. The purchase consideration for the claims is one million dollars payable
  as to $500,000 cash and 5,000,000 shares of the common stock with a fair value
  of $500,000. Pikes Peak Resources, Inc. will also receive net returns royalty
  of 2% of the proceeds of minerals mined and sold from the claims. The Company
  will also reimburse $3,700 to Pikes Peak Resources, Inc. for the costs of locating
  the claims. The Company has an option to purchase the royalty for $1,000,000
  as adjusted for inflation. The Company has also agreed to buy back shares of
  common stock from Pikes Peak Resources, Inc. at prevailing market price up to
  $150,000 for any taxes payable by Pikes Peak Resources, Inc. as a result of
  the transaction. Pikes Peak Resources, Inc. shall also have the option to repurchase
  the claims upon abandonment by the Company. As it has not been determined whether
  there are proven or probable reserves on the property, the Company has recognized
  an impairment loss of $1,100,000 of mineral property acquisition costs for the
  year ended May 31, 2007.

F-9

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|4. | Note Payable                                                                                                                                                                                                                                                                                                                          
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                       
|   | On February 19, 2007, the Company issued a promissory
        note in exchange for proceeds of $23,362 (CDN$25,000) in the form of an
        unsecured loan, bearing interest at 1% per month with no repayment terms.
        During the year ended May 31, 2007, interest expense of $137 relating
        to the note was accrued.

|5. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | (a)                       
|   |                           
|   | (b)                       
|   |                           
|   | (c)                       
|   |                           
|   | (d)                       
|   |                           
|6. | Common Shares             
|   |                           
|   | (a)                       
|   |                           
|   | (b)                       
|   |                           
|   | (c)                       
|   |                           
|   | (d)                       
|   |                           
|   | (e)                       
|   |                           
|   | (f)                       
|   |                           
|   | (g)                       
|   |                           
|   | (h)                       
|   |                           
|   | (i)                       
|   |                           
|   | (j)                       

F-10

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|6. | Common Shares (continued)
|-- | -------------------------
|   |                          
|   | (k)                      
|   |                          
|   | (l)                      
|   |                          
|   | (m)                      

|7. | Stock Options                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------
|   |                                                                                                              
|   | The following is a summary of the stock option activity
        during the years ended May 31, 2007 and 2006:

2007WeightedNumber
      
      
      AverageOf
      
      
      ExerciseShares
      
      
      PriceBalance, beginning of year
      
      -
      
      $
      -Granted
      
      2,000,000
      
      
      0.10Exercised
      
      -
      
      
      -Expired
      
      -
      
      
      -Balance, end of year
      
      2,000,000
      
      $
      0.10


The following is a summary of the status
  of stock options outstanding and exercisable at May 31, 2007:

WeightedNumber
      Average
      RemainingOf
      Exercise
      ContractualOptions
      Price
      Life2,000,000
      $ 0.10
      3 years


The weighted average assumptions used
  in calculating the fair value of stock options granted during the year ended
  May 31, 2007 using the Black-Scholes option pricing model are as follows:

2007Risk-Free Interest Rate
      4.46%Expected Life of the Options
      3 yearsExpected Volatility of the Options
      108%Expected Dividend Yield
      0.00%Weighted-Average Fair Value at Grant Date
      $0.10


F-11

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|7. | Stock Options (continued)                                                                                                                                                                                                                                                                                                                                                                           
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The total fair value of the 2,000,000 options granted
        during the year ended May 31, 2007 was $134,999 (2006 - $nil) based on
        the Black-Scholes option pricing model, which was charged to operations.
        As at May 31, 2007, the aggregate intrinsic value of the stock options
        were $780,000. The company had no unvested options outstanding at May
        31, 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                     
|8. | Warrants                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The following is a summary of the warrant activity during
        the years ended May 31, 2007:                                                                                                                                                                                                                                                                                                     

2007WeightedNumber
      
      
      AverageOf
      
      
      ExerciseWarrants
      
      
      PriceBalance, beginning of year
      
      -
      
      $
      -Granted
      
      4,300,000
      
      
      0.325Exercised
      
      -
      
      
      -Expired
      
      -
      
      
      -Balance, end of year
      
      4,300,000
      
      $
      0.325


The warrants were granted on May 16,
  2007 as part of the private placement, as disclosed in Note 6(m).

The following is a summary of the warrants
  outstanding at May 31, 2007:

Number
      
      Weighted
      
      ExpiryOf Warrants
      
      Average
      
      DateExercisePrice4,300,000
      
      $    0.325
      
      May 15, 2009


|9. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Company has adopted the provisions of SFAS 109,
        Accounting for Income Taxes.Pursuant to SFAS 109 the
        Company is required to compute tax asset benefits for net operating losses
        carried forward. The potential benefit of net operating losses have not
        been recognized in the financial statements because the Company cannot
        be assured that it is more likely than not that it will utilize the net
        operating losses carried forward in future years. The Company has approximately
        $188,741, of net operating loss carryforwards available to offset taxable
        income in future years which expire through fiscal 2027. For the years
        ended May 31, 2007 and 2006, the valuation allowance established against
        the deferred tax assets increased by $63,814 and $2,246, respectively.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The components of the net deferred tax asset at May
        31, 2007 and 2006, the statutory tax rate, the effective tax rate and
        the amount of the valuation allowance are indicated below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

| |                                  |  | May 31, 2007 |   |  | May 31, 2006 |  
| | -------------------------------- |  | ------------ | - |  | ------------ | -
| |                                  |  | $            |   |  | $            |  
| |                                  |  |              |   |  |              |  
| | Statutory rate                   |  | 35%          |   |  | 35%          |  
| |                                  |  |              |   |  |              |  
| | Computed expected tax (recovery) |  | (582,382     | ) |  | (2,246       | )
| | Non-deductible expenses          |  | 518,568      |   |  |             |  
| | Change in valuation allowance    |  | 63,814       |   |  | 2,246        |  
| |                                  |  |              |   |  |              |  
| | Reported income taxes            |  |             |   |  |             |  

F-12

---

Buckingham Exploration Inc. 
  (An Exploration Stage Company) 
  Notes to the Consolidated Financial Statements 
  Period Ended May 31, 2007 
  (Expressed in US dollars)

|9. | Income Taxes (continued)
|-- | ------------------------

| |                                    |  | May 31, 2007 |   |  | May 31, 2006 |  
| | ---------------------------------- |  | ------------ | - |  | ------------ | -
| |                                    |  | $            |   |  | $            |  
| |                                    |  |              |   |  |              |  
| | Deferred tax asset                 |  |              |   |  |              |  
| | - Net operating loss carryforwards |  | 66,060       |   |  | 2,246        |  
| | -
      Less valuation allowance   |  | (66,060      | ) |  | (2,246       | )
| |                                    |  |              |   |  |              |  
| | Net deferred tax asset             |  |             |   |  |             |  

The Company has incurred operating losses
  of approximately $66,060 which, if unutilized, will expire through to 2027.
  Future tax benefits, which may arise as a result of these losses, have not been
  recognized in these financial statements, and have been offset by a valuation
  allowance. The following table lists the fiscal year in which the loss was incurred
  and the expiration date of the operating loss carry forwards:

ExpirationDate ofIncome TaxOperatingNet
      
      
      Loss CarryLoss
      
      
      Forwards2006
      
      2,246
      
      
      20262007
      
      63,814
      
      
      2027Total Income Tax Loss Carryforward
      $
      66,060


|10. | Commitments      
|--- | -----------------
|    |                  
|    | (a)              
|    |                  
|    | (b)              
|    |                  
|11. | Subsequent Events
|    |                  
|    | (a)              
|    |                  
|    | (b)              

F-13

---

|**Item 8.** | Changes In and Disagreements with
      Accountants on Accounting and **Financial Disclosure**
|----------- | ----------------------------------------------------------------------------------------------

The accounting firm of Manning Elliott LLP, Certified Public
Accountants, audited our consolidated financial statements for the year ended
May 31, 2007. Since inception, we have had no changes in or disagreements with
our auditors.

|**Item 8A.** | Controls and Procedures
|------------ | -----------------------

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, we carried
out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of May 31, 2007, being the date of our
fiscal year end covered by this Annual Report. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer.
Upon that evaluation, our Chief Executive Officer concluded that our disclosure
controls and procedures are effective in timely alerting management to material
information relating to us required to be included in our periodic SEC
filings.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms.

During our fiscal year ended May 31, 2007, there were no
changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting.

The term "internal control over financial reporting" is defined
as a process designed by, or under the supervision of, the registrant's
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrant's board of directors,
management and other personnel, 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 and includes those policies and procedures that:

(1)
    Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;(2)
    Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and(3)
    Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrant's assets that could have a material effect on the financial
      statements.


31

---

|**Item 8B.** | Other Information.
|------------ | ------------------

None.

PART III

|**Item 9.** | Directors, Executive Officers, Promoters and
      Control Persons; Compliance **with Section 16(a) of the Exchange
      Act.**
|----------- | --------------------------------------------------------------------------------------------------------------------------------

Directors and Officers

According to our bylaws, the authorized number of directors of
the corporation shall be not less than one and no more than fifteen and shall be
set by resolution of the Board of Directors.

Our current director and officer is:

|Name           | Age | Position                                                                                                                 
|-------------- | --- | -------------------------------------------------------------------------------------------------------------------------
|               |     |                                                                                                                          
|C. Robin Relph | 58  | Director, President, Chief
      Executive Officer, Chief Financial Officer Treasurer,
      Principal Accounting Officer

Robin Relph will serve as a director until our next annual
shareholder meeting or until a successor is elected who accepts the position.
Officers hold their positions at the will of the Board of Directors. There are
no arrangements, agreements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of our affairs.

C. Robin Relph, Director, President, CEO and CFO

Mr. Relph was our founder and has been our President and sole
director since April 4, 2006. From May 2002 to the present, Mr. Relph's
principal occupation has been acting as the President of Garuda Capital Corp., a
company in the business of mining and chocolate manufacturing, quoted under the
symbol GRUA.OB. Also for the past five years, Mr. Relph has been the managing
director of Buckingham Securities Ltd., an investment company in London, UK. As
a former member of various international stock exchanges and the London Life
Market, Mr. Relph has considerable experience in public companies affairs, fund
raising and deal structuring. Mr. Relph is a Director of Garuda Capital Corp., a
public company quoted under the symbol GRUA.PK. Mr. Relph is also Chairman of
the Rigpa Foundation, a charitable trust.

Significant Employees

32

---

In addition to Mr. Relph, we have engaged the services of
several experienced consultants in the areas of geology, geophysics, surveying
and staking to assist us with the exploration of our mineral claims. Other than
these people, we do not expect any other individuals to make a significant
contribution to our business.

No Legal Proceedings

Mr. Relph has not been involved in any of the following events
during the past five years:

- any bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending
  criminal proceeding (excluding traffic violations and other minor offenses);
- being subject to any order, judgment, or decree, not subsequently
  reversed, suspended or vacated, of any court of competent jurisdiction,
  permanently or temporarily enjoining, barring, suspending or otherwise
  limiting his involvement in any type of business, securities or banking
  activities; or
- being found by a court of competent jurisdiction (in a civil action), the
  SEC or the Commodity Futures Trading Commission to have violated a federal or
  state securities or commodities law, and the judgment has not been reversed,
  suspended, or vacated.

Audit Committee

The functions of the Audit Committee are currently carried out
by our Board of Directors. Our Board of Directors has determined that we do not
have an audit committee financial expert on our Board of Directors carrying out
the duties of the Audit Committee. The Board of Directors has determined that
the cost of hiring a financial expert to act as a director of us and to be a
member of the Audit Committee or otherwise perform Audit Committee functions
outweighs the benefits of having a financial expert on the Audit Committee.

Director Nominees

33

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We do not have a nominating committee. The Board of Directors,
sitting as a Board, selects those individuals to stand for election as members
of our Board. Since the Board of Directors does not include a majority of
independent directors, the decision of the Board as to director nominees is made
by persons who have an interest in the outcome of the determination. The Board
will consider candidates for directors proposed by security holders, although no
formal procedures for submitting candidates have been adopted. Until otherwise
determined, not less than 90 days prior to the next annual Board of Directors'
meeting at which the slate of Board nominees is adopted, the Board accepts
written submissions that include the name, address and telephone number of the
proposed nominee, along with a brief statement of the candidate's qualifications
to serve as a director and a statement of why the shareholder submitting the
name of the proposed nominee believes that the nomination would be in the best
interests of shareholders. If the proposed nominee is not the security holder
submitting the name of the candidate, a letter from the candidate agreeing to
the submission of his or her name for consideration should be provided at the
time of submission. The letter should be accompanied by a résumé supporting the
nominee's qualifications to serve on the Board of Directors, as well as a list
of references.

The Board identifies director nominees through a combination of
referrals, including by management, existing Board members and security holders,
where warranted. Once a candidate has been identified, the Board reviews the
individual's experience and background and may discuss the proposed nominee with
the source of the recommendation. If the Board believes it to be appropriate,
Board members may meet with the proposed nominee before making a final
determination whether to include the proposed nominee as a member of
management's slate of director nominees submitted to shareholders for election
to the Board.

Among the factors that the Board considers when evaluating
proposed nominees are their knowledge of and experience with and knowledge of
and experience in business matters, finance, capital markets and mergers and
acquisitions. The Board may request additional information from the candidate
prior to reaching a determination. The Board is under no obligation to formally
respond to all recommendations, although as a matter of practice, it will
endeavor to do so.

Code of Ethics

We have not yet adopted a code of ethics that applies to
Buckinghams principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions
because it has not yet finalized the content of such a code. Companies whose
equity securities are listed for trading on the OTC Bulletin Board are not
currently required to do so.

|**Item 10.** | Executive Compensation.
|------------ | -----------------------

The following table sets forth compensation awarded to, earned
by or paid to our Chief Executive Officer, and to other persons serving as
executive officers as of August 29, 2007, whose salary and bonus for Fiscal 2007
year exceeded $100,000 (the Named Executive Officer) for the last two
completed fiscal years.

34

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Summary Compensation

Name and
      Principal Position
      Year
      Salary($)
      **Bonus**($)
      **Stock**Awards($)
      Option **Awards** ($)
      Non-Equity Incentive Plan Compensation($)
      Change in Pension Value and **Nonqualified**
      Deferred Compensation Earnings
      ($)
      All Other
      Compensation ($)
      Total ($)(a)
    (b)
    (c)
    (d)
    (e)
    (f)
    (g)
    (h)
    (i)
    (j)C. Robin Relph, CEO (1)
    Fiscal 2007
    34,500 (2)
    Nil
    Nil
    2,000,000 (3)
    Nil
    Nil
    Nil
    34,500Fiscal 2006 (4)
    1,000
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    1,000


|(1) | C. Robin Relph is our President, CEO, Chief Financial
      Officer and sole Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | Represents management fees paid to Mr. Relph as CEO
      during Fiscal 2007, at a rate of a) $500 per month from June 1, 2006 to
      February 28, 2007, and b) $10,000 per month from March 1, 2007 until May
      31, 2007 pursuant to a management agreement dated May 7, 2007 (and as
      further described below). As at May 31, 2007, we are indebted to the Mr.
      Relph for $10,172 (2006 - $6,089), representing cash proceeds for our
      financing operations. This amount is unsecured, non-interest bearing, and
      has no repayment terms.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(3) | Represents 2,000,000 options to purchase shares of our
        common stock at $0.10 per share. The options expire on May 7, 2010. This
        option award forms part of Mr. Relphs management remuneration.                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4) | For the period from inception (April 4, 2006) until May
      31, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

Executive Agreements

We have entered into a management agreement with C. Robin Relph
dated May 7, 2007 with effect from March 1, 2007 regarding Mr. Relphs service
as President, CEO and Chief Financial Officer. Pursuant to that agreement, Mr.
Relph receives remuneration at the rate of $10,000 per month commencing March 1,
2007, payable at the beginning of each month, or accruing as a debt owing by us
to Mr. Relph. In addition, Mr. Relph also received 2,000,000 three year options
to purchase shares ofour common stock at $0.10 per share. The Compensation
payable to Mr. Relph pursuant to the May 7, 2007 management agreement is
reflected in the above compensation table.

35

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Prior to the above mentioned agreement, we entered into a
management agreement dated April 5, 2006 with C. Robin Relph regarding his
services as our Chief Executive Officer, Chief Financial Officer and Principal
Account Officer. Pursuant to that agreement, Mr. Relph earned $500 per month
commencing April 5, 2006, payable at the beginning of each month.

Option Grants in the Last Fiscal Year

On May 7, 2007, pursuant to the management agreement between us
and C. Robin Relph dated May 7, 2007, we issued to Mr. Relph 2,000,000 options
to purchase shares of our common stock at $0.10 per share. The options issued to
Mr. Relph vested on May 7, 2007 and will expire on May 7, 2010.

Director Compensation

Our sole director, C. Robin Relph did not receive compensation
for his service as director other than as listed in the above compensation
table.

Director Agreements

We have no standard arrangement pursuant to which our director
is compensated for his services in his capacity as director. The board of
directors may award special remuneration to any director undertaking any special
services.

Termination of Employment and Change of Control
Arrangement

There is no compensatory plan or arrangement with respect to
any individual named above which results or will result from the resignation,
retirement or any other termination of employment with us, or from a change in
our control.

Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.

The following table sets forth the ownership, as of August 29,
2007, of our common stock by our director, and by our executive officers and
director as a group, and by each person known to us who is the beneficial owner
of more than 5% of any class of our securities. As of August 29, 2007, there
were 38,882,250 of our common shares issued and outstanding. All persons named
have sole voting and investment power with respect to the shares, except as
otherwise noted.

|               |                                                                                                        | Amount and |           
|-------------- | ------------------------------------------------------------------------------------------------------ | ---------- | ----------
|               | Name and Address of                                                                                    | Nature of  |           
|Title of Class | Beneficial Owner                                                                                       | Beneficial | Percent of
|               |                                                                                                        | Ownership  | Class (1) 
|               |                                                                                                        |            |           
|Common         | C. Robin Relph (2) 15
      Nebuck House Olde Towne at Sandyport West Bay Street Nassau,
      Bahamas | 10,500,000 | 27%       

36

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|Common                                | Donna Moroney (3) #104 1777 W 13th Ave Vancouver
      BC V6J 2H2 Canada                                                                               | 100,000   | Less than 1%
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ------------
|All Officers and Directors as a Group | 10,600,000                                                                                                                                             | 27%      
|Common                                | Hamersley Management Inc. (4) Pasea Estate, Road
      Town Tortola British Virgin Islands c/o Sercor Treuhand
      P.O. Box 749 Vaduz, Liechtenstein | 1,850,000 | 5%          
|Common                                | Sharron
      Levinkind 30-8291 General Currie Road Richmond, British
      Columbia Canada V6Y 1L9                                                    | 2,000,000 | 5%          
|Common                                | Mark Orsmond 993 Hampshire Road North
      Vancouver, British Columbia Canada V7R 1V2                                                                 | 2,000,000 | 5%          
|Common                                | Cocotropolis
      Inc. (5) 142-757 West Hastings St. Suite 309 Vancouver,
      British Columbia Canada V6C 1A1                                       | 2,000,000 | 5%          
|Common                                | Pikes Peak Resources Inc. (6) Suite 880 -609
      Granville Street Vancouver, British Columbia Canada V7V
      1G5                                   | 5,000,000 | 13%         

37

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|(1) | Based on 38,882,250 issued and outstanding shares of
      common stock as of August 29, 2007.                                                                          
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | C. Robin Relph is a director, President, treasury, CEO
      and CFO of Buckingham.                                                                                     
|(3) | Donna Moroney is the secretary of Buckingham.                                                                                                                           
|(4) | SGRA Holdings AG has management and investment control of
      Hamersley Management Inc. Thomas Gruber has management and investment
      control of SGRA Holdings AG.
|(5) | Shelley Miller has management and investment control of
      Cocotropolis Inc. C. Robin Relph is a director.                                                           
|(6) | Marc Orsmond has management and investment control of
        Pikes Peak Resources Inc.                                                                                 

Changes in Control

There are currently no arrangements which would result in a
change in control of Buckingham.

Equity Compensation Plan

As at August 29, 2007 no securities are authorized for issuance
under equity compensation plans, either approved by security holders, or not
previously approved by security holders.

|**Item 12.** | Certain Relationships and Related
      Transactions.
|------------ | -----------------------------------------------------

| | a) | During the year ended May 31, 2007, we incurred $30,000
      (2006 - $1,000) for management services provided by our President, and
      $3,000 (2006 - $500) for rent provided by a related company which has a
      common director.     
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                               
| | b) | At May 31, 2007, we are indebted to our President for
      $10,172 (2006 - $6,089), representing cash proceeds and expenses paid on
      behalf of us. These amounts are unsecured, non-interest bearing, and have
      no repayment terms.
| |    |                                                                                                                                                                                                                                               
| | c) | At May 31, 2007, we are indebted to a company with a
      common director, for $3,500 (2006 - $500) for rent expense. This amount is
      unsecured, non-interest bearing, and has no repayment terms.                                      
| |    |                                                                                                                                                                                                                                               
| | d) | On May 7, 2007, we granted 2,000,000 stock options to our
      President for a 3- year term at an exercise price of $0.10 per
    option.                                                                                                    

Other than as described above, we have not entered into any
transactions with our officers, directors, persons nominated for these
positions, beneficial owners of 5% or more of our common stock, or family
members of these persons wherein the amount involved in the transaction or a
series of similar transactions exceeded the lesser of $120,000 or 1% of our
total assets for the last one fiscal year.

38

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|**Item 13.** | Exhibits.
|------------ | ---------

|Exhibit |  | Exhibit                                                                                                                                                      
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |  | Description                                                                                                                                                  
|3.1     |  | Certificate (Articles) of
      Incorporation as filed with the Nevada Secretary of State on April 4, 2006
      (1)                                         
|3.2     |  | Certificate of Correction (1)                                                                                                                                
|3.3     |  | Bylaws (1)                                                                                                                                                   
|4.1     |  | Instrument Defining the Right of Holders - Form
      of Share Certificate (1)                                                                               
|10.1    |  | Simpson Island Property
      Purchase Agreement (1)                                                                                                         
|10.2    |  | Robin Relph Management Agreement dated April
      2006 (1)                                                                                                  
|10.3    |  | Robin
      Relph Management Agreement dated May 2007                                                                                                        
|10.4    |  | Addendum to the Simpson Island Property
      Purchase Agreement (2)                                                                                         
|10.5    |  | Pikes
      Peak Agreement in respect of High Park Uranium property                                                                                          
|10.6    |  | Exploration agreement
      with option to purchase in respect of High Park Trails property                                                                  
|10.7    |  | Proteus Option Agreement (3)                                                                                                                                 
|31.1    |  | Certification of Chief
      Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002
|32.1    |  | Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

|(1) | Included as exhibits on Form SB-2 filed on October 13,
      2006.   
|--- | ---------------------------------------------------------------------
|(2) | Included as exhibits on Form SB-2/A filed on December 12,
      2006.
|(3) | Included as exhibit on Form 8K filed on August 28,
      2007.       

39

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|**Item 14.** | Principal Accountant Fees and Services.
|------------ | ---------------------------------------

Audit and Non-Audit Fees

The aggregate fees billed for the two most recently completed
fiscal years ended May 31 for professional services rendered by the principal
accountant for the audit of our company's annual financial statements and review
of the financial statements included in our Annual Report on Form 10-KSB and
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for these fiscal periods were as
follows:

|                   |   | **Year
      Ended** | 
|------------------ | - | -------------------- | 
|                   |   | **May 31,**          | 
|                   |   | **2007 (1)**         | 
|Audit Related Fees | $ | 10,950               | 
|Tax Fees           |   | 0                    | 
|All Other Fees     |   | 0                    | 
|Total              | $ | 10,950               | 

(1) estimated.

Since our inception, our Board of Directors, performing the
duties of the Audit Committee, reviews all audit and non-audit related fees at
least annually. The Board of Directors as the Audit Committee pre-approved all
audit related services in Fiscal 2007 and Fiscal 2006.

40

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Exchange Act, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunto duly authorized.

|                     | Buckingham Exploration Inc.                                                                                      
|-------------------- | -----------------------------------------------------------------------------------------------------------------
|                     |                                                                                                                  
|                     |                                                                                                                  
|                     | /s/ C.
      Robin Relph                                                                                         
|Date: August 30,2007 | C. Robin Relph                                                                                                   
|                     | Director , President, Chief Executive Officer,
      
      Chief Financial Officer, Principal Accounting Officer

Pursuant to the requirements of 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.

|Signature       |  | Title                                                 | Date           
|--------------- |  | ----------------------------------------------------- | ---------------
|                |  |                                                       |                
|                |  |                                                       |                
|/s/ Robin Relph |  | Director , Chief Executive Officer,                   | August 30, 2007
|C. Robin Relph  |  | Chief Financial Officer, Principal Accounting Officer |                

41

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