U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB

                             Quarterly Report Under
                       the Securities Exchange Act of 1934

                      For Quarter Ended: September 30, 1999

                        Commission File Number: 000-25725



                            BUCKEYE OIL AND GAS, INC.
        (Exact name of small business issuer as specified in its charter)



                                    Colorado
         (State or other jurisdiction of incorporation or organization)

                                   84-1026453
                        (IRS Employer Identification No.)

                      5650 Greenwood Plaza Blvd, Suite 216
                               Englewood, Colorado
                    (Address of principal executive offices)

                                      80111
                                   (Zip Code)

                                 (303) 741-1118
                           (Issuer's Telephone Number)


              (Former name, former address and former fiscal year,
                          if changed since last report)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter  period that the registrant was required to file such reports),
and (2) has been subject to such filing  requirements  for the past 90 days: Yes
__X__ No ____.

The number of shares of the  registrant's  only class of common stock issued and
outstanding, as of September 30, 1999, was 500,000 shares.




<PAGE>



                                     PART I


ITEM 1.           FINANCIAL STATEMENTS.

         The unaudited  financial  statements  for  the  nine month period ended
September 30, 1999, are attached hereto.

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The  following  discussion  should  be read  in  conjunction  with  the
Company's unaudited financial  statements and notes thereto included herein. The
Company  generated no revenues  during the nine month period ended September 30,
1999.  Management of the Company  anticipates that the Company will not generate
any significant  revenues until the Company  accomplishes its business objective
of merging with a nonaffiliated entity or acquiring assets from the same.

         In connection  with,  and because it desires to take  advantage of, the
"safe harbor"  provisions  of the Private  Securities  Litigation  Reform Act of
1995, the Company cautions readers regarding certain forward looking  statements
in the  following  discussion  and  elsewhere  in this  report  and in any other
statement  made by, or on the  behalf of the  Company,  whether or not in future
filings with the Securities and Exchange Commission.  Forward looking statements
are  statements not based on historical  information  and which relate to future
operations, strategies, financial results or other developments. Forward looking
statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently   subject  to   significant   business,   economic  and   competitive
uncertainties and contingencies,  many of which are beyond the Company's control
and many of which,  with respect to future  business  decisions,  are subject to
change.  These  uncertainties  and  contingencies  can affect actual results and
could cause  actual  results to differ  materially  from those  expressed in any
forward looking  statements  made by, or on behalf of, the Company.  The Company
disclaims any obligation to update forward looking statements.

Plan of Operation

         The  Company  intends to seek to acquire  assets or shares of an entity
actively engaged in business, in exchange for its securities.  As of the date of
this report,  management  of the Company has had  preliminary  discussions  with
potential merger or acquisition candidates, but there is no definitive agreement
between  the  Company and any third  party  relevant  thereto.  In the event the
Company  does  enter into an  agreement  with such a third  party,  the Board of
Directors does intend to obtain certain assurances of value of the target entity
assets prior to

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<PAGE>



consummating  such a  transaction,  with  further  assurances  that  an  audited
financial  statement would be provided within sixty days after closing of such a
transaction.  Closing  documents  relative thereto will include  representations
that the value of the assets  conveyed to or otherwise so  transferred  will not
materially differ from the  representations  included in such closing documents,
or the transaction will be voidable.

         The Company has no full time  employees.  The  Company's  President and
Secretary  have agreed to allocate a portion of their time to the  activities of
the Company,  without compensation.  These officers anticipate that the business
plan of the Company can be implemented by their devoting  approximately 20 hours
per month to the business affairs of the Company and, consequently, conflicts of
interest may arise with respect to the limited time commitment by such officers.

         Because the Company  presently has nominal  overhead or other  material
financial  obligations,  management  of the Company  believes that the Company's
short term cash requirements can be satisfied by management  injecting  whatever
nominal  amounts of cash into the  Company to cover these  incidental  expenses.
There  are no  assurances  whatsoever  that  any  additional  cash  will be made
available to the Company through any means.

Liquidity and Capital Resources

         The Company presently has nominal cash or cash equivalents. Because the
Company  is not  required  to pay rent or  salaries  to any of its  officers  or
directors, management believes that the Company has sufficient funds to continue
operations through the foreseeable future.

         The Company's  securities are currently not liquid. There are no market
makers in the Company's  securities  and it is not  anticipated  that any market
will  develop  in the  Company's  securities  until  such  time  as the  Company
successfully implements its business plan of engaging in a business opportunity,
either by merger or acquisition of assets.  The Company  presently has no liquid
financial  resources to offer such a candidate and must rely upon an exchange of
its stock to complete such a merger or acquisition.

Year 2000 Disclosure

                  Many  existing  computer  programs  use  only  two  digits  to
identify a year in the date field.  These  programs  were designed and developed
without  considering  the impact of the upcoming  change in the century.  If not
corrected,  many computer applications could fail or create erroneous results by
or at the Year 2000. As a result,  many  companies will be required to undertake
major projects to address the Year 2000 issue. Because the Company has nominal

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<PAGE>



assets,  including no personal property such as computers, it is not anticipated
that the Company  will incur any negative  impact as a result of this  potential
problem.  However,  it is  possible  that  this  issue may have an impact on the
Company  after the Company  successfully  consummates  a merger or  acquisition.
Management intends to address this potential problem with any prospective merger
or acquisition candidate.  There can be no assurances that new management of the
Company  will be able to  avoid a  problem  in this  regard  after a  merger  or
acquisition is so consummated.

                           PART II. OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS - NONE

ITEM 2.           CHANGES IN SECURITIES - NONE

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES - NONE

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.

ITEM 5.           OTHER INFORMATION - NONE.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K -

                  (a)      Exhibits

                           EX-27            Financial Data Schedule

                  (b)      Reports on Form 8-K

                           None.



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<PAGE>

<TABLE>


Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Balance Sheet
----------------------------------------------------------------------
<CAPTION>
                                                Unaudited   Audited
                                                September   December
                                                30, 1999    31, 1998
                                                ---------  ---------
<S>                                             <C>        <C>
ASSETS

Current Assets - Cash                           $   1,196  $       0
                                                ---------  ---------
TOTAL ASSETS                                    $   1,196  $       0
                                                =========  =========
LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES

Accounts Payable                                $   4,208  $       0
                                                ---------  ---------

Total Current Liabilities                           4,208          0
                                                ---------  ---------
SHAREHOLDERS' EQUITY

Preferred Stock, $.01 Par Value
 Authorized 25,000,000 Shares;
 Issued And Outstanding 0 Shares                        0          0

Common Stock, $.001 Par Value
 Authorized 100,000,000 Shares;
 Issued And Outstanding 500,000 Shares                500        500

Capital Paid In Excess of
 Par Value of Common Stock                        257,500    244,500

Retained Earnings (Deficit)                      (245,000)  (245,000)

Deficit Accumulated During The
  Development Stage                               (16,012)         0
                                                ---------  ---------
TOTAL SHAREHOLDERS' EQUITY                         (3,012)         0
                                                ---------  ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $   1,196  $       0
                                                =========  =========





              The Accompanying Notes Are An Integral Part Of These
                         Unaudited Financial Statements.

</TABLE>


                                        5

<PAGE>

<TABLE>


Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
----------------------------------------------------------------------

                                 Unaudited     Unaudited    Unaudited
                                Nine Month    Nine Month   Jan. 1, 1997
                              Interim Period Interim Period (Inception)
                                   Ended         Ended        Through
                                 September      September    September
                                  30, 1999      30, 1998     30, 1999
                                ------------  ------------  ----------
<S>                             <C>           <C>           <C>
Revenue                         $          0  $          0  $        0
                                ------------  ------------  ----------
Expenses:

 Administrative Services               2,700             0       2,700
 Bank Charges                             54             0          54
 Professional Fees                    12,358             0      12,358
 Rent                                    900             0         900
                                ------------  ------------  ----------
Total Expenses                        16,012             0      16,012
                                ------------  ------------  ----------

Net (Loss) Before Other Income  $    (16,012) $          0  $  (16,012)

Other Income - Interest                    0             0           0
                                ------------  ------------  ----------
Net Income (Loss)               $    (16,012) $          0  $  (16,012)
                                ============  ============  ==========

Basic Earnings (Loss)
 Per Share                      $      (0.00) $       0.00
                                ============  ============
Weighted Average Common Shares
 Outstanding                         500,000       500,000
                                ============  ============













              The Accompanying Notes Are An Integral Part Of These
                         Unaudited Financial Statements.

</TABLE>


                                       6

<PAGE>

<TABLE>


Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Operations
----------------------------------------------------------------------

<CAPTION>
                                                Unaudited     Unaudited
                                               Three Month   Three Month
                                             Interim Period Interim Period
                                                  Ended         Ended
                                                 September     September
                                                 30, 1999      30, 1998
                                               ------------  ------------
<S>                                            <C>           <C>
Revenue                                        $          0  $          0
                                               ------------  ------------
Expenses:

 Administrative Services                                900             0
 Bank Charges                                            32             0
 Professional Fees                                    5,608             0
 Rent                                                   300             0
                                               ------------  ------------
Total Expenses                                        6,840             0
                                               ------------  ------------

Net (Loss) Before Other Income                 $     (6,840) $          0

Other Income - Interest                                   0             0
                                               ------------  ------------
Net Income (Loss)                              $     (6,840) $          0
                                               ============  ============

Basic Earnings (Loss)
 Per Share                                     $      (0.00) $       0.00
                                               ============  ============
Weighted Average Common Shares
 Outstanding                                        500,000       500,000
                                               ============  ============













              The Accompanying Notes Are An Integral Part Of These
                         Unaudited Financial Statements.

</TABLE>


                                        7

<PAGE>

<TABLE>


Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Cash Flows
----------------------------------------------------------------------

<CAPTION>
                                  Unaudited     Unaudited     Unaudited
                                 Nine Month    Nine Month   Jan. 1, 1997
                               Interim Period Interim Period (Inception)
                                    Ended         Ended        Through
                                  September     September     September
                                  30, 1999      30, 1998      30, 1999
                                 ------------  ------------  ----------
<S>                              <C>           <C>           <C>
Net (Loss)                       $    (16,012) $          0  $  (16,012)

Adjustments to Reconcile Net
 Loss to Net Cash Used in
 Operating Activities:
  Increase in Account Payable           4,208             0       4,208

                                 ------------  ------------  ----------
 Net Flows From Operations            (11,804)            0     (11,804)
                                 ------------  ------------  ----------
Cash Flows From
 Investing Activities:
                                            0             0           0
                                 ------------  ------------  ----------
Net Cash Flows From Investing               0             0           0
                                 ------------  ------------  ----------
Cash Flows From
 Financing Activities:
  Additional Paid In Capital           13,000             0      13,000
                                 ------------  ------------  ----------
Cash Flows From Financing               8,000             0       8,000
                                 ------------  ------------  ----------
Net Increase In Cash                    1,196             0       1,196
Cash At Beginning Of Period                 0             0           0
                                 ------------  ------------  ----------
Cash At End Of Period            $      1,196  $          0  $    1,196
                                 ============  ============  ==========












              The Accompanying Notes Are An Integral Part Of These
                         Unaudited Financial Statements.

</TABLE>


                                        8

<PAGE>

<TABLE>


Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Unaudited Statement Of Shareholders' Equity
--------------------------------------------------------------------------------

<CAPTION>
                                                             Deficit
                                                           Accumulated
                          Number Of          Capital Paid   During The
                           Common    Common  In Excess of  Development   Retained
                           Shares     Stock    Par Value      Stage       Deficit     Total
                          --------   -------   ---------   -----------   ---------   --------
<S>                       <C>        <C>       <C>         <C>           <C>         <C>
Balance At
  December 31, 1996,
  1997, 1998               500,000   $   500   $ 244,500   $         0   $(245,000)  $      0

Net (Loss) At
  September 30, 1999             -        -       13,000       (16,012)          -     (3,012)
                          --------   -------   ---------   -----------   ---------   --------

Balance At
  September 30, 1999       500,000   $   500   $ 257,500   $   (16,012)  $(245,000)  $ (3,012)
                          ========   =======   =========   ===========   =========   ========




























              The Accompanying Notes Are An Integral Part Of These
                         Unaudited Financial Statements.

</TABLE>


                                        9

<PAGE>



Buckeye Oil & Gas, Inc.
(A Development Stage Company)
Notes To Unaudited Financial Statements
For The Nine Month Period Ended September 30, 1999
--------------------------------------------------

Note 1 - Unaudited Financial Information
----------------------------------------

The unaudited financial  information included for the three month and nine month
interim  period ended  September  30, 1999 were taken from the books and records
without audit.  However,  such information reflects all adjustments  (consisting
only of normal  recurring  adjustments,  which are of the opinion of management,
necessary to reflect  properly the results of interim  periods  presented).  The
results of operations for the nine month period ended September 30, 1999 are not
necessarily  indicative  of the results to be expected for the fiscal year ended
December 31, 1999.

Note 2 - Financial Statements
-----------------------------

Management  has  elected to omit  substantially  all  footnotes  relating to the
condensed  financial  statements  of the Company  included in the report.  For a
complete set of foot notes, reference is made to the Company's Report on Form 10
for the year ended  December 31, 1998 as filed with the  Securities and Exchange
Commission and the audited financial statements included therein.




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<PAGE>



                                   SIGNATURES


         Pursuant  to the  requirements  of  Section  12 of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        BUCKEYE OIL AND GAS, INC.
                                        (Registrant)

                                        Dated:  November 5, 1999



                                        By:  S/Gregory J. Simonds
                                           ------------------------------------
                                           Gregory J. Simonds, President




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<PAGE>


                            BUCKEYE OIL AND GAS, INC.

                EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-QSB
                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

EXHIBITS                                                                Page No.

  EX-27  Financial Data Schedule..............................................13



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