UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form 10-KSB/A


Amendment
No. 2




ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)


OF
THE SECURITIES EXCHANGE ACT OF 1934


For
the Fiscal Year Ended December 31, 2006









Buckeye
Ventures, Inc.


(Exact
name of registrant as specified in its charter)




Nevada
            
            0-27454
            
            20-3161375(State
      or jurisdiction of incorporation or organization)
            
            (Commission
      File No.)
            
            (I.R.S.
      Employer Identification Number)




4455
Lamont Street, Suite 3,


San
Diego, CA 92109


(858)
272-6600


(Address
and telephone number of Principal Executive Offices)


Securities
registered pursuant to Section 12 (g)  of the Act:




Title
      of Each ClassCommon
      Stock, $.001 par value




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. Yesx   
 Noo




Indicate
by check mark if 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 the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.x




Indicate
by check mark whether the registrant is a shell company  (as defined in
Rule 12b-2 of the Exchange Act). Yeso   
  Nox




As of
December 31, 2006, the aggregate market value of the 23,835,795 shares of the
registrant's common stock held by non-affiliates of the registrant was
$4,767,159, based on the $.20 last sale price of the registrant's common stock
on the OTC.BB Exchange on December 29, 2006.




As of
December 31, 2006, 98,548,618 shares of the registrant's common stock were
outstanding.



















FORWARD-LOOKING
STATEMENTS




The
statements which are not historical facts contained in this Form 10-QSB are
forward looking statements that involve risks and uncertainties and therefore
bespeak caution as to actual results. All such statements are made with a
reasonable basis and in good faith. The words "anticipate", "believes",
"expect", "intend", "may" or similar expressions used in this Form 10-QSB as
they relate to the Company or its Management are generally intended to identify
such forward looking statements. These risks and uncertainties contained in this
Form 10-QSB include but are not limited to, product demand and market acceptance
risks, the effect of economic conditions generally and retail/wholesale in the
heating, ventilation, air conditioning, plumbing, motion picture and television
industry and marketing conditions specifically, the impact of competition, labor
shortages, increase in wage rates, unexpected increases in general operating
costs, technological difficulties, capacity and supply constraints or
difficulties, the results of financing efforts, changes in consumer preferences
and trends, the effect of the Company's accounting policies, weather conditions,
acts of God, and other risks detailed in the Company's Securities and Exchange
Commission filings, in particular disclosures in other filings entitled “Risk
Factors.” The Company's management has made all the adjustments relative to the
fiscal year end statements and the interim period herein, which in
the opinion of management are necessary in order to make the financial
statements not misleading.




Table of
Contents


INDEX





PART
      IITEM
      1.
            Description
      of Business
            3ITEM
      1A.
            Risk
      Factors
            12ITEM
      2.
            Description
      of Properties
            16ITEM
      3.
            Legal
      Proceedings
            17ITEM
      4.
            Submission
      of Matters to a Vote of Security Holders
            17PART
      IIITEM
      5.
            Market
      for Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities
            18ITEM
      6.
            Management's
      Discussion and Analysis or Plan of Operation
            19ITEM
      7.
            Consolidated
      Financial Statements
            27ITEM
      8.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            28ITEM
      8A.
            Controls
      and Procedures
            28ITEM
      8B.
            Other
      information
            28PART
      IIIITEM
      9.
            Directors,
      Executive Officers, Promoters and Control Persons, Compliance with Section
      16(a) of the Exchange Act
            29ITEM
      10.
            Executive
      Compensation
            30ITEM
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            31ITEM
      12.
            Certain
      Relationships and Related Transactions
            31PART
      IVITEM
      13.
            Exhibits
      and Reports on Form 8-K
            32ITEM
      14.
            Principal
      Accountant Fees and Services
            33ITEM
      15.
            Exhibits,
      Financial Statement Schedules, and Reports
            34Signatures
            35




2





PART I




ITEM
1.  DESCRIPTION OF BUSINESS




General




The terms
“Buckeye Ventures,” “BEYV,” ”BVI,” “we,” “us,” or “the Company” refer to Buckeye
Ventures, Inc. and its consolidated subsidiaries, as appropriate in the
context.




Buckeye
Ventures, Inc. was formed in July 2005 for the purpose of becoming a
consolidator of independent local and regional providers of residential heating,
ventilating, air conditioning and plumbing ("HVAC/Plumbing") services and
replacement equipment through the United States.




The
Company's goal is to become a leading HVAC/Plumbing service provider in each of
the markets in which it operates or will operate. The Company's management is
comprised of executives and operators with extensive experience in the
HVAC/Plumbing industry generally as well as experience in HVAC/Plumbing service
consolidation, management and operations, including large multi-location,
national, regional and local HVAC/Plumbing companies.




The
Company believes that by pursuing its plan of combining local and regional
HVAC/Plumbing service providers into a well-managed national organization, the
Company should be able to create a national HVAC/Plumbing service provider with
brand name recognition throughout the HVAC/Plumbing service industry. We believe
that with national recognition the Company will be able to strengthen and
consolidate its customer bases and improve overall operating efficiency,
utilizing centralized management expertise and strong local presences in each
market.




Buckeye
Ventures, Inc., a Michigan corporation, provides comprehensive heating,
ventilation and air conditioning (“HVAC”) installation, maintenance, repair and
replacement services within the mechanical services industry in 3 locations in
the United States. We operate primarily in the residential HVAC markets, and
perform most of our services within residential homes. In addition to standard
HVAC services, certain locations also provide specialized applications such as
improved home insulation through window installations. Approximately 80% of our
consolidated 2006 revenues were derived from residential installation customers
with approximately 15% of the revenues attributable to maintenance, repair and
replacement services and 5% attributable to windows installation. Our
consolidated 2006 revenues were derived from the following activities, all of
which are in the residential services industry, the single industry segment we
currently serve:




Service Activity
            
            Percentage of
      RevenueHVAC
      residential installations
            
            
            80Maintenance,
      repair and replacement services
            
            
            15Windows
            
            
            5Other
            
            
            -Total
            
            
            100
      %




Buckeye
Ventures, Inc. ("BEYV") was incorporated in Michigan under the name World Wide
Motion Pictures Corporation ("WWMO") on December 9, 1980. Pursuant to a Share
Exchange Agreement dated October 14, 2005 (which closed February 22, 2006,
effective March 1, 2006), BEYV (then known as WWMO) acquired Buckeye Ventures,
Inc. ("BVI") in a "reverse acquisition" transaction and accordingly the trading
symbol was changed from WWMO to BEYV in April 2006.




BVI was
incorporated in Nevada on June 24, 2005 for the purpose of acquiring and
operating businesses in the heating, ventilation and air conditioning ("HVAC")
and plumbing service industries. On September 22, 2005 (effective July 31,
2005), BVI acquired its first HVAC subsidiary located in the Boston, MA
region.




The Share
Exchange Agreement provides for the transfer of the assets and operations of
WWMO to a WWMO subsidiary, World Wide Entertainment, whose name was subsequently
changed to World Wide Motion Pictures Corporation ("WWMPC"). WWMO and its media
subsidiaries were organized to acquire, produce, finance, develop and distribute
motion picture and television properties and render consulting services to the
entertainment industry.




Our
present and future focus is on the HVAC service and replacement markets for
residential and small commercial customers because it is our management's
belief, based upon years of industry experience, that the service and
replacement market offers higher margins and exposes us to a reduced level of
credit risk compared to the levels of risk usually associated with larger scale
new construction projects. In addition, we believe that the HVAC/Plumbing
service and replacement market offers more attractive pricing due to demands by
both residential and small commercial customers in local markets for prompt,
convenient and reliable service that can be offered by local HVAC/Plumbing
service providers.




3




Our
Internet address ishttp://www.beyv.com. We make available free of charge on or through our
website our annual report on Form 10-KSB, quarterly reports on
Form 10-QSB, current reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act as soon as reasonably practicable after we electronically file
such material with, or furnish it to, the Securities and Exchange Commission, or
the Commission.




GENERAL
DESCRIPTION OF THE HEATING, VENTILATION AND AIR CONDITIONG SERVICES
INDUSTRY




The
HVAC/Plumbing service industry is highly fragmented and the Company estimates,
based upon industry data, that there are at least 80,000 HVAC/Plumbing companies
in the US, mostly privately held companies that operate from a single location.
We believe based upon published industry data estimates that the market for the
service and replacement of HVAC/Plumbing systems in existing homes is in excess
of $50 billion annually.




Generally,
local HVAC/Plumbing companies are small, owner-operated, independent contractors
who serve customers in local markets, with limited access to capital for
investment in infrastructure, technology and expansion. We believe that
HVAC/Plumbing businesses are typically closely-held, single-center operators
that serve a limited geographic area and are heavily dependent upon referrals to
generate business. We also believe that, in many cases, these small-sized
service providers are operated by former service technicians who lack the
management experience and marketing expertise necessary to expand their
businesses, generate profitable operations and compete effectively with larger
operators in their local market as well as regional operators competing in their
market.




Our
management believes that larger HVAC/Plumbing contractors are generally better
able to operate efficiently and cost-effectively, offer customers a broader
array of HVAC/Plumbing related products and services and provide a higher level
of customer service than smaller operators. We believe that these competitive
advantages are the result of greater managerial and financial resources as well
as economies of scale in purchasing and marketing expenses, which factors should
enable us to promote a trend toward consolidation in the HVAC/Plumbing industry
and present an opportunity for well-capitalized operators, including public
companies such as the Registrant, to acquire additional operators on favorable
terms.





At
present, we serve the greater Sacramento, CA and Boston, MA metropolitan area
markets, principally providing renovation and replacement service to residential
and small business customers rather than new construction HVAC/Plumbing
installations. It is the view of our management, based upon their experience and
continuing HVAC/Plumbing industry analysis, that many metropolitan and suburban
areas in the U.S. have experienced significant growth in residential
HVAC/Plumbing renovation and replacement activity over the last several years as
a result of the past several years of strong residential housing market
nationally. We believe, even with the recent slowing in new residential
construction and the slowing of sale price increases in residential home that
the demographic trends indicate continued growth in the areas of HVAC/Plumbing
renovation and replacement as homeowners seek ways to add value to their
homes.




The
HVAC/Plumbing service industry is influenced by seasonal factors, which
generally result in lower activity during winter months than in other periods.
This factor is especially apparent in northern and mid-western regions of the
U.S. As a result, we expect that revenues and profits from our Sacramento, CA
and Boston, MA area operations and other such markets in which we make
acquisitions will generally be lower in the first and fourth quarters of each
fiscal year, and higher in the second and third quarters. As we make
acquisitions in the south and southwest areas of the U.S., seasonal factors will
become less apparent in our consolidated operations.




HVAC
systems provide the primary method of circulating fresh air in residences during
peak periods of heat and cold climate conditions. In many instances, replacing
an aging system with a modern, energy-efficient HVAC system significantly
reduces a home's heating and cooling costs and improves air quality and HVAC
system effectiveness. Older residential HVAC systems often have poor air quality
as well as inadequate air conditioning, and older HVAC systems result in
significantly higher energy costs than do modern systems. These factors cause
many residential owners to consider replacing older systems before the end of
their functioning lives. More than fifty percent of the HVAC systems replaced
are operational at the time of replacement.




Many
factors positively affect HVAC industry growth, particularly (i) population
growth, which has increased the need for residential space, (ii) an aging
installed base of HVAC equipment, (iii) increasing sophistication,
complexity, and efficiency of HVAC systems, (iv) growing emphasis on indoor
air quality, (v) reduction or elimination of the refrigerants commonly used
in older HVAC systems, and (vi) increasingly stringent regulations on minimum
HVAC and house ducting systems efficiency standards. We believe these factors
should increase demand for the reconfiguration or replacement of existing HVAC
systems and may also mitigate, to some extent, the effect on the HVAC
industry of the cyclicality inherent in the traditional construction
industry.




4




HVAC/PLUMBING
SERVICE




HVAC. At present, we offer HVAC
replacement and renovation services through both of our operating subsidiaries,
Energy King, Inc. and Heating & Air Conditioning Services, having operations
and facilities in the Sacramento, CA and Boston, MA metropolitan areas,
respectively. To date these operations have generated nearly all of our
revenues. HVAC systems typically involve air duct systems and air-handling
and condenser equipment. Other equipment components of an HVAC system include:
heaters, furnaces, condensers, air handlers and blowers. A typical HVAC
replacement project for residential or small commercial projects begins with a
thorough inspection of the current equipment. Engineering calculations are
performed to determine the appropriate replacement equipment. In most cases, the
air-handling equipment and condensing equipment are replaced as well as the
refrigeration lines. When necessary, duct repairs and modifications are also
made.




Maintenance,
Repair and Replacement. Maintenance and repair
contracting services are generally provided on a fee per visit basis. In
addition, we provide our customers with service contracts which generally have
an annual fee with additional sums due for certain products and services.
Revenues generated from repair and maintenance contracting services historically
represent a small portion of the overall revenue of the Company.




Windows. As we acquire new
HVAC/Plumbing service providers, our window replacement services will involve
the replacement of residential windows with more energy efficient models to
provide a better seal for the residential structure. Having a better seal makes
the residence more energy efficient by cutting down on heat loss in winter
operation and heat gains in summer operation thus providing cost savings to the
homeowner. The offering of energy efficient windows in tandem with HVAC systems
enhances the Company's presentation to the homeowner as a provider of a more
complete energy solution.




Plumbing. We anticipate a strong
synergy between HVAC operations and plumbing. As we acquire new HVAC/Plumbing
service providers, our plumbing services will involve the repair of residential
plumbing systems that convey domestic water throughout a home or supply natural
gas to various equipment or appliances, as well as the repair and replacement of
heaters, boilers, ovens and stoves, and kitchen and bathroom equipment. A
domestic water system typically includes separate piping for hot and cold water
as well as a number of fixtures including sinks, bathtubs, showers and hot tubs.
Substantially all of the equipment and component parts we will install are
purchased from third-party wholesale suppliers or directly from the
manufacturers or "OEMs", which equipment and components will be resold to our
customers as part of the contracted installation and repairs.




Strategy




OUR HVAC/PLUMBING BUSINESS OPERATING
STRATEGY




We
believe that successful implementation of our operating strategy, including our
acquisition program, should enable us to establish a national brand recognition
for the Company, with a reputation for superior, high quality service, skilled
technicians, cost efficiencies and customer satisfaction.




By
developing a national reputation, our management believes that we will appeal to
a large number of customers who will become familiar with and rely upon us as a
large, nationally recognized HVAC/Plumbing service company. Our operating
strategy is based on the following key elements:





(i)
            providing
      superior, high quality service in a professional and timely
      manner;(ii)
            offering
      competitive pricing structures;(iii)
            providing
      comprehensive training programs to our employees/technicians to further
      improve operating procedures and customer relations;(iv)
            generating
      a positive public image for the Energy King name from our customers' good
      will and satisfaction; and(v)
            promoting
      our program of entering into maintenance service agreements for existing
      and new customers in order to build customer
  loyalty.




We have
adopted and will continue to implement and update a manual of standardized
policies and operating procedures, based upon our management's extensive
industry experience, for each of our acquired HVAC/Plumbing subsidiaries. We
apply our policies and procedures to enable our subsidiaries to achieve a
consistent professional performance standard that will be recognized in their
respective markets for high-quality service supervised by our local management
teams and their respective skilled technicians, with oversight by our
professional corporate management. Our practice of promoting in each of our
markets of customer maintenance service agreements will also serve to generate
increasing, recurring revenues and at the same time will enhance our efforts to
develop loyal customer bases, providing us with the opportunity for
cross-marketing our services and products.




5




During
the past several years, the HVAC industry has experienced significant
improvement and new technology with respect to products and services. As a
result, HVAC service providers have begun to utilize newly introduced sensor
equipment to monitor the presence and levels of certain harmful substances
existing in customers' residential as well as commercial spaces. We offer and
actively promote through our existing HVAC/Plumbing service centers and will
promote in all future service centers a variety of Indoor Air Quality Services
("IAQ") products designed to detect and promptly remediate unhealthy air
quality. Our management believes that at present, IAQ products and services are
not widely offered from most small local HVAC service providers. Our IAQ
products and services include, among others, periodic duct cleaning, fresh
air ventilation and heat recovery systems, the use of ultraviolet light
processes to address the presence of living organisms in the indoor air such as
airborne bacteria, the use of highly efficient particulate removal filtration
systems to address microscopic particulates in the indoor air, and the sale and
installation of devices that address the presence of VOCs (Volatile Organic
Compounds) in the indoor air.




In order
for the Company to achieve and maintain operating efficiencies based on
economies of scale as we continue our consolidation plan, it is our intention to
consolidate certain administrative functions at our corporate headquarters in
San Diego, CA, to include centralized accounting and financial reporting systems
and procedures, while basic accounting activities will be conducted at the
operating level at each of our HVAC/Plumbing service centers. In addition, the
Company will implement a system of budgets, forecasts, reports and financial
controls, including procedures related to internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)).




We will
also consolidate in our San Diego headquarters operational controls, including
purchase and maintenance of insurance coverage, the leasing of service fleet
equipment, consolidation of the negotiation and purchase of inventory, legal
functions and national and regional sales and marketing. We will continue to
evaluate our controls and procedures for the purpose of generating further
economies of scale through selective consolidation of administrative and other
functions as we grow our HVAC/Plumbing business and complete additional
acquisitions.




Enhanced
Purchasing Power.As we make additional
acquisitions of operating HVAC/Plumbing service center locations in the future,
we intend to utilize our increasing size and market presence to enhance our
purchasing power on behalf of all of our HVAC/Plumbing service center operations
to generate economies of scale and improve operating margins. Based upon our
present level of negotiations with existing operators and planned future
negotiations that we hope will be successful, we believe that we will achieve
sufficient size to use our scale and purchasing power to improve our margins and
growth prospects.




At
present, we purchase our materials directly from the manufacturer or through
wholesalers and other distributors. We intend to use our future purchasing power
to negotiate with our suppliers to receive discounts whenever possible and plan
to enhance our material procurement strategy to actively reduce the number of
distributors from which we source materials. As a result of greater purchasing
power, it is our management's belief that our costs of material as a percentage
of revenues will decrease and our margins will increase.




The
implementation of our acquisition strategy provides for expansion into new
geographic areas including the Sunbelt states in the U.S. together with the
expansion of our presence in our existing markets in the Sacramento, CA and
Boston, MA areas. Because the U.S. residential HVAC/Plumbing service industry
historically has been and remains highly fragmented at present, we believe that
many HVAC/Plumbing businesses lack the capital necessary to expand operations,
and their business models typically do not provide for a profitable exit
strategy. As a result of our being a public reporting company with securities
registered under the Exchange Act, we believe that many desirable HVAC/Plumbing
operators will respond positively to the advantages of becoming affiliated with
and being a subsidiary of the Company. We intend to provide the following tools
and benefits to our operating subsidiaries:




(i)
            business
      and marketing support systems from the corporate parent that will enable
      the local HVAC/Plumbing service centers to operate more
      profitably;(ii)
            centralize
      administrative functions in order to increase each local operator's focus
      on its existing customers and increasing customer base by providing
      enhanced customer service without the time and effort presently devoted to
      administrative tasks;(iii)
            the
      development of a potential national name recognition;
  and(iv)
            the
      opportunity for the small HVAC/Plumbing service center operator and its
      key employees to acquire an equity interest in a public company with
      securities subject to quotation on the NASD
  OTCBB.





Our
acquisition program involves making acquisitions of existing HVAC/Plumbing
businesses in new markets that are not being served by the Company. Management's
main criteria for acquisitions of HVAC/Plumbing businesses are that they operate
successfully in their respective markets, have developed a growing customer base
and have reputations for high quality service and customer satisfaction. We
intend to target businesses that have annual revenue ranging from $2.5 million
to $15.0 million. In order to evaluate each potential acquisition target, we
consider additional criteria including whether potential acquisition targets
are: well-positioned in attractive markets; financially stable having positive
cash flow from operations; and have in place a strong management
team.




6




Initial
Acquisition.
Effective July 31, 2005, Buckeye acquired Heating and Air Conditioning Services,
Inc. (HACS), which has operated in the Boston metropolitan market and contiguous
suburban markets for over 20 years. HACS had revenues of approximately $4.7
million in 2005 and $5.1 million in 2006, approximately 95% of which were
derived from residential customers and 5% from small commercial customers. HACS
had approximately 35 employees as of March 31, 2006. We estimate that HACS will
generate revenues of approximately $5.5 million in 2007 and continue to be
profitable.




We focus
on strengthening operating competencies and on increasing profit margins. The
key elements of our operating strategy are:




Achieve
Excellence in Core Competencies. We have
identified six core competencies, which we believe are critical to attracting
and retaining customers, increasing operating income and cash flow and creating
additional employment opportunities. The six core competencies are:
(i) customer development and fulfillment, (ii) estimating,
(iii) timeliness, (iv) vendor relations, (v) safety, and
(vi) service capability.




Achieve Operating
Efficiencies. We think we can
achieve operating efficiencies and cost savings through purchasing economies,
adopting “best practices” operating programs, and focusing on job management to
deliver services in a cost-effective and efficient manner. We have placed great
emphasis on improving the “job loop” at our locations--qualifying, estimating,
pricing and executing projects effectively and efficiently, then promptly
assessing project experience for applicability to current and future projects.
We have initiated plans to use our combined purchasing to gain volume
discounts on products and services such as HVAC components, raw materials,
services, vehicles, bonding, insurance and employee benefits.




Attract, Retain
and Invest in our Employees. We seek to
attract and retain quality employees by providing them an enhanced career path
from working for a larger company, the opportunity to realize a more stable
income and attractive benefits packages. Over the preceding year we have
substantially increased our investment in training. We believe these programs
can lead to significantly increased efficiency and growth.




Focus on
Residential Markets. We primarily
focus on residential markets, with particular emphasis on after-sale
installation services, and on maintenance, repair and replacement services. We
believe that the residential HVAC and plumbing markets are attractive because of
their growth opportunities, sizeable customer base, attractive margins and
potential for long-term relationships for continued maintenance and repair
services with existing client bases.





Seek
Growth Through Expansion and Measured Acquisitions.  The Company's
current acquisition targets are intended to expand the geographic coverage of
the Company by seeking entry into new U.S. markets including the Sunbelt and
other growing residential markets, in addition to increasing the Company's
presence in the Northeast U.S. markets and in California. The Company is in
advanced negotiations to acquire companies with revenues of approximately $9.7
million. Our plan is to continue discussions with other HVAC/Plumbing service
providers in desirable markets with the intention of making acquisitions which
management hopes will generate annual revenues of up to $100 million or more
within 24 months. We believe that we can increase our operating income by
opportunistically entering new markets or service lines through expansion and
acquisition. When we find opportunities to acquire businesses that have
attractive valuations and meet other criteria involving financial, operational,
management, geographic and legal due diligence considerations, we will consider
such transactions.




Sources
of Supply




The raw
materials and components we use include HVAC system components, ductwork, steel,
sheet metal and copper tubing and piping. These raw materials and components are
generally available from a variety of domestic or foreign suppliers at
competitive prices. Delivery times are typically short for most raw materials
and standard components, but during periods of peak demand, may extend to one
month or more.




Sales
and Marketing




We have a
diverse residential customer base, with no single customer accounting for more
than 1% of consolidated 2006 consolidated revenues. Management and a dedicated
sales force are responsible for developing and maintaining successful long-term
relationships with residential customers. We intend to continue our emphasis on
developing and maintaining long-term relationships with our customers by
providing superior, high-quality service in a professional manner. We believe we
can continue to leverage the diverse technical and marketing strengths at
individual locations to expand the services offered in other local
markets.




7




Employees




As of
December 31, 2006, we had 77 employees. We have no collective bargaining
agreements with existing employees. We have not experienced and do not expect
any significant strikes or work stoppages and believe our relations with
all employees are good.




Category
            
            Corporate
              Office
            
            
            Heating
      Air
              Conditioning
              Services,
      Inc.
            
            
            Energy
      King, Inc.
              -
      Sacramento
            
            
            Energy
      King, Inc.
              -
      Barnett
            
            
            World
      Wide
              Motion
              Pictures,
      Inc.
            
            
            Totals
            
            
            %Management
            
            
            3
            
            
            
            4
            
            
            
            2
            
            
            
            1
            
            
            
            --
            
            
            
            11
            
            
            
            14%Admin
            
            
            1
            
            
            
            2
            
            
            
            4
            
            
            
            3
            
            
            
            --
            
            
            
            9
            
            
            
            12%Service
      & dispatch
            
            
            --
            
            
            
            6
            
            
            
            6
            
            
            
            4
            
            
            
            --
            
            
            
            16
            
            
            
            21%Installers
            
            
            --
            
            
            
            12
            
            
            
            9
            
            
            
            7
            
            
            
            --
            
            
            
            28
            
            
            
            36%Sales
            
            
            --
            
            
            
            4
            
            
            
            4
            
            
            
            2
            
            
            
            --
            
            
            
            10
            
            
            
            13%Other
            
            
            1
            
            
            
            1
            
            
            
            --
            
            
            
            1
            
            
            
            --
            
            
            
            3
            
            
            
            4%Totals
            
            
            5
            
            
            
            29
            
            
            
            25
            
            
            
            18
            
            
            
            0
            
            
            
            77
            
            
            
            100%




Recruiting,
Training and Safety




Our
continued success depends, in part, on our ability to continue to attract,
retain and motivate qualified service technicians, installers, and field
supervisors. We believe our success in retaining qualified employees will be
based on the quality of our recruiting, training, compensation, employee
benefits programs and opportunities for advancement. We provide on-the-job
training, technical training, apprenticeship programs, attractive benefit
packages and career advancement opportunities within our company.





We have
established comprehensive safety programs throughout our operations to ensure
that all technicians comply with safety standards we have established and that
are established under federal, state and local laws and regulations.
Additionally, we have implemented a “best practices” safety program throughout
our operations, which provides employees with incentives to improve safety
performance and decrease workplace accidents. Regional safety directors
establish safety programs and benchmarking to improve safety within their
region. Finally, our employment screening process seeks to determine that
prospective employees have requisite skills, sufficient background references
and acceptable driving records, if applicable.




Risk
Management, Insurance and Litigation




The
primary risks in our operations are bodily injury, property damage and workers'
compensation injuries. We retain the risk for worker's compensation, employer's
liability, auto liability, general liability and employee group health claims
resulting from uninsured deductibles per incident or occurrence.




We have
not experienced insurance related injury claims. Because we have large
deductibles, we would anticipate that the vast majority of any work related
injuries would be small and such claims would be paid by us before an insurance
claim would be made. On the job security is an ongoing training issue for us. We
constantly reinforce safety on the job.




We are
subject to certain claims and lawsuits arising in the normal course of business.
We maintain various insurance coverages to minimize financial risk associated
with these claims. Should we have a material claim, we would estimate and
provide accruals for probable losses and related legal fees associated with
certain of our litigation in our consolidated financial statements. While we
cannot predict the outcome of any such proceedings, in our opinion and based on
reports of counsel, any liability arising from these matters individually
and in the aggregate will not have a material effect on our operating results or
financial condition, after giving effect to provisions already
recorded.




In
addition to the matters described above, we are defending a dispute arising out
of an alleged performance issue related to a residential customer. If we are not
successful in this dispute, it could have a material adverse effect on us.
However, management believes the likelihood of an adverse result of this
magnitude is remote, and management believes our accruals relating to the matter
appropriately reflect a probable outcome.




We
typically warrant labor for the first year after installation on new HVAC
systems and pass through to the customer manufacturers' warranties on equipment.
We generally warrant labor for 30 days after servicing of existing HVAC systems.
We do not expect warranty claims to have a material adverse effect on our
financial position or results of operations.




8




Competition




The HVAC
industry is highly competitive and consists of thousands of local and regional
companies. We believe that purchasing decisions in the residential  market
are based on (i) competitive price, (ii) long-term customer
relationships, (iii) quality, timeliness and reliability of services
provided, (iv) an organization's perceived stability based on years in
business and financial strength, (v) range of services provided, and
(vi) scale of operation. To improve our competitive position we focus on
the residential after-market including the maintenance, repair and replacement
market to promote first the development and then the strengthening of long-term
customer relationships. In addition, we believe our ability to provide
multi-location coverage, access to financing, a broader residential energy
efficiency perspective and specialized technical skills for residential owners
gives us a strategic advantage over smaller competitors who may be unable to
provide these services to customers at a competitive price.




We
believe that we are larger than most of our competitors, which are generally
small, owner-operated companies that typically operate in a limited geographic
area. However, there are divisions of larger contracting companies, utilities
and HVAC equipment manufacturers that provide HVAC services in some of the same
service lines and geographic areas we serve. Some of these competitors and
potential competitors have greater financial resources than we do to finance
development opportunities and support their operations.





We
believe our smaller competitors generally compete with us based on price and
their long-term relationships with local customers. Our larger competitors
compete with us on those factors but may also provide attractive financing and
comprehensive service and product packages.




Vehicles




We
operate a fleet of various owned or leased service trucks, vans and support
vehicles. We believe these vehicles generally are well maintained and sufficient
for our current operations.




Governmental
Regulation and Environmental Matters




Our
operations are subject to various federal, state and local laws and regulations,
including: (i) licensing requirements applicable to engineering,
construction and service technicians, (ii) building and HVAC codes and
zoning ordinances, (iii) regulations relating to consumer protection,
including those governing residential service agreements, and
(iv) regulations relating to worker safety and protection of the
environment. We believe we have all required licenses to conduct our operations
and are in substantial compliance with applicable regulatory requirements. If we
fail to comply with applicable regulations we could be subject to substantial
fines or revocation of our operating licenses.




Many
state and local regulations governing the HVAC services trades require
individuals to hold permits and licenses. In some cases, a required permit or
license held by a single individual may be sufficient to authorize specified
activities for all of our service technicians who work in the state or county
that issued the permit or license. We seek to ensure that, where possible, we
have two employees who hold any such permits or licenses that may be material to
our operations in a particular geographic region.




Our
operations are subject to the federal Clean Air Act, as amended, which governs
air emissions and imposes specific requirements on the use and handling of
chlorofluorocarbons, or CFCs, and certain other refrigerants. Clean Air Act
regulations require the certification of service technicians involved in the
service or repair of equipment containing these refrigerants and also regulate
the containment and recycling of these refrigerants. These requirements have
increased our training expenses and expenditures for containment and recycling
equipment. The Clean Air Act is intended ultimately to eliminate the use of CFCs
in the United States and to require alternative refrigerants to be used in
replacement HVAC systems. We do not believe these regulations involving CFCs
will materially affect our business on the whole because, although they require
us to incur modest ongoing training costs, our competitors also incur such
costs, and the regulations may encourage our customers to update their HVAC
systems.




Executive
Officers and Directors




Alan J.
Mintz, age 58, currently serves as our Chief Executive Officer and
President. He had been our Chairman of the Board of Directors, CEO and President
since inception in May 2005. On November 5, 2006, Mr. Alfred R. Roach was
appointed Chairman, and Mr. Mintz continues to serve as a Director. Alan Mintz
provides Buckeye Ventures a combination of operational and acquisitions-related
experience that is virtually unmatched in the industry today.  He gained
this experience while serving as an integral part of the senior management teams
of both ARS and Blue Dot Services, and it was this period that shaped his
insight regarding the shortcomings of traditional Consolidation.  Moreover,
it was while serving in these roles that he came to fully appreciate the full
potential that would be available to those companies that could truly establish
an effective national brand. In addition to his duties with ARS and Blue Dot,
Mintz served as president of Atlantic Richfield's $30 million HVAC
contracting division, and he founded Havsco Heating and Air Conditioning, which
became the largest residential and light commercial HVAC company in the
Cleveland area. Alan was founder of the Greater Cleveland Air Conditioning
Contractors Association. Alan's accomplishments include involvement with more
than 100 acquisitions on both the buy and sell side.




9




Larry
Weinstein, age 59, has served as our Executive Vice President over
Investor Relations since May 2005. He has launched and developed with Alan
Mintz, the business strategy and organizational structure of Buckeye Ventures,
Inc. As a former Vice President of Strategic Projects for a high technology
company, he was one of six senior executives involved in its successful Initial
Public Offering. Larry has been instrumental in securing investment capital for
Buckeye Ventures, Inc. and raised millions of dollars for other small technology
companies as well as handling their Investor Relations campaigns.




Stephan
Kurz, age 53,
has served as our Regional Vice President since March 2006. He worked at Blue
Dot Services a the East Coast Acquisitions Manager in 1998 and 1999. In 2003,
Steve was certified as Six Sigma Black Belt which teaches the implementation of
measurement-based strategies that focus on process improvements and variation
reductions. As General Manger of American Residential Services from 2004 to
2006, he was assigned the responsibility of service center turn around. Steve is
instrumental in locating prospective acquisition candidates, due diligence, and
assimilating new acquisitions into the Buckeye structure. Steve works with
existing subsidiaries of Buckeye to improve operations and increase
sales.




Henry S.
Leonard, age 50, serves as Vice President of Finance and Chief Accounting
Officer of Buckeye Ventures, Inc. and has handled the duties of Corporate
Controller since August 2006. Henry has been Chief Financial Officer for other
public and private companies including, Hydrogiene, Hydroflush, Nutri-Sport and
Global Health. He is a Certified Public Accountant licensed to practice in
California, Hawaii and Florida. He holds a Master of Business Administration and
is a Certified Management Accountant. He is a member of the American Institute
of Certified Public Accountants, The Institute of Management Accountants, and
the California and Hawaii CPA societies. He is an adjunct faculty member of
National University, the University of Phoenix and DeVry University in finance
and accounting. Henry has maintained a public accounting practice since 1994
which currently occupies approximately fifteen hours per week of his
time.




Alfred R. Roach,
Jr., age 63, serves as Chairman of the Board of Buckeye Ventures, Inc.
Alfred R. Roach, Jr. brings Buckeye Ventures one of the most distinguished
careers in the HVAC industry.  Mr. Roach practiced law in Atlanta, Georgia,
from 1972 until 1986. His practice focused on general corporate and commercial
law, including corporate finance, merger and acquisitions, with a heavy emphasis
on franchise law. His franchise practice included document preparation
(franchise agreements and disclosure), deal negotiations, compliance management,
and franchisee relations and dispute resolutions. As partner with Callahan/Roach
& Garofalo, past president of Encompass Services Mechanical Group and prior
president and general counsel for Service America Corporation, he offers a level
of insight and practical understanding of the sector that few can match. 
Along with participating in the building and operation of significant HVAC
businesses himself, he has also been instrumental in the development and
dissemination of operational and pricing programs that have set the standard for
HVAC operations nationally.  He is widely sought-out as a consultant on
virtually all aspects of the business, and he is generally regarded as one of
the principal architects of the contemporary comfort services
industry.




Randy
Eakin, age 45,
serves as a Director on the Board of Buckeye Ventures, Inc. He is currently
Chief Financial Officer for Mini-Skool's Early Learning Centers. He was most
recently Senior Vice President and Chief Financial Officer for Swope Community
Enterprises, a holding company with member companies operating in the
healthcare, real estate development and urban planning industries. Swope had
over $300 million of annual revenues and more than 500 employees. Prior to
Swope, Mr. Eakin served at the Director level at P.F. Chang's China Bistro,
Inc., a national publicly held multi-unit restaurant company operating two
concepts in the Asian niche with annualized revenues of $775 million and
over 16,500 employees. Certain of his duties at P.F. Chang's included matters of
corporate finance, including the establishment of formal processes and
infrastructure for Sarbanes-Oxley compliance. Mr. Eakin's background also
includes high level positions at Sprint Nextel Corporation and Price Waterhouse
Coopers with extensive experience in the areas of auditing, risk management and
corporate financial planning and analysis.




Larry
Epstein, 57,
serves as a Director on the Board of Buckeye Ventures, Inc. He is a practicing
attorney in Southern California.  He has been a sole practitioner since
1987 specializing in business, family and entertainment law. He was previously
involved for three years as Executive Vice President and in-house legal counsel
to Cherrystone Pictures, Inc., an independent feature film production company
based in Los Angeles, and in that capacity oversaw all corporate and
administrative fiduciary responsibilities of the company and orchestrated all
documentation for domestic and international co-ventures and related agreements.
Prior to his production company involvement, Mr. Epstein was a Senior Partner in
the Los Angeles-based law firm of Abouaf, Epstein, Meyers & Gronemeier,
specializing in business, tax, and entertainment law. He is a member of the
State Bar of California, San Fernando Valley Bar Association, Los Angeles County
Bar Association and The American Bar Association. Mr. Epstein has sat for 7
years as special referee and judge for the State Bar of California and is also
currently Judge Pro Tem for the Superior Court, State of California, County of
Los Angeles.




10




Paul
Hancock, 50,
serves as a Director on the Board of Buckeye Ventures, Inc. He is the founder
and developer of World Wide Motion Picture's film/television production concept,
and has served as President and Chief Executive Officer of the Company since its
inception. Prior to and during his tenure with the Company, he has functioned as
a production and business advisor to various film financing and production
companies and has supervised the development/packaging and production of a wide
variety of moderately budgeted/cost-controlled feature film and television
projects. Mr. Hancock was responsible for leading one of the first
exploratory film finance teams to the Wall Street capital markets in the late
1970's in order to develop and encourage motion picture financing by the
investment banking community. He was instrumental in the formulation of
entertainment industry relationships specifically in moderate budget feature
film production financing with companies such as E.F. Hutton & Co.; Kidder,
Peabody and Prudential-Bache Securities. Mr. Hancock has also been a lecturer on
various aspects of the entertainment industry, entrepreneurship and finance at
university graduate schools of business, seminars and conferences, is a frequent
radio talk show guest discussing independent film financing, production and
marketing, and is published in various print media encompassing film and
television industry topics. He has developed and maintained a specialized
expertise in and conducted diverse consulting for motion picture and television
financial packaging, specifically for public securities offerings,
private sector investments and commercial banking. He was previously
employed in a variety of management capacities in the theater and hotel
businesses for Farber Enterprises and Ramada Incorporated. Mr. Hancock attended
the Cranbrook Academies, Eastern Michigan University, and the University of
California at Los Angeles. He belongs to several professional organizations
including the Academy of Television Arts and Sciences.




Ron
Smith, 69, serves
as a Director on the Board of Buckeye Ventures, Inc. in 1965 after working for
another local company for three years, he founded Modern Air Conditioning. Inc.
in Ft Myers, FL with a borrowed $500, no customers and no coworkers, and built
it into one of the premier and most recognized and respected firms in the U.S.
with $15 million in annual revenues before selling it in 1986 to a Philadelphia
based mechanical contractor. Later he purchased, significantly grew, and then
sold three similar air conditioning companies in the Louisiana and Florida
markets. In 1985 he founded Service America, based in Atlanta, GA, the first
national HVAC franchiser. In less than four years the firm had over 100
franchisees. Ron Smith & Associates (RS&A), an HVAC exclusive training
and consulting company based in Roswell, GA was founded in 1991. RS&A, with
its focus on operations, systems, processes, and disciplines soon became one of
the industry's leading training and consulting firms. In 1997 he joined Service
Experts in Brentwood, TN, an HVAC consolidator and public company, as its Chief
Operating Officer and served in that position until mid 2000 after the company
was sold to Lennox Industries. Currently, Ron consults with and coaches, on a
limited basis, contractors and distributors. Ron founded, co-founded, owned, or
has an ownership position in fourteen businesses. They are Modern Air
Conditioning in Ft. Myers, FL; Service America in Atlanta, GA; Carl's Service
America in Baton Rouge, LA; Edwards and Smith in Ft. Myers, FL; Hart's Electric
Motor Shop in Ft. Myers, Fl; R.L. Anderson in Venice, FL; Venture International
(Ron Smith & Associates) in Roswell, GA; Anderson Firestone in Ft. Myers,
FL; Spiro International in Fribourg, Switzerland; Service Canada in Mississauga,
Canada; Energy Management and Controls in Sarasota, FL; Service Roundtable in
Grapevine, TX;




Ron Smith
Coaching and Consulting in Brentwood, TN; and, HVACR Business in Cleveland, OH.
He served eleven years as a member of the Florida Construction Industry
Licensing Board, and also served on the Florida Governor's Conference on Small
Business. In 1979 he was chosen Free Enterprise Citizen of the Year in Ft.
Myers/Lee County, Fl. In 1980/81 he graduated from Harvard Business School's
Executive Education Program, Managing Organizational Effectiveness. He is proud
of being one of only 27 people to have been elected to the HVAC Hall of Fame. He
is on the Board of Directors of Service Roundtable in Grapevine, TX and is one
of the founders of the company.




He is on
the Advisory Board for HVACR Business (a trade journal), has authored many
articles for various trade journals for the past 30 years and speaks at HVAC
conventions and symposiums. In the past he served on the Board of Directors of
Spiro International S.A. in Friborg, Switzerland, the Advisory Board for North
Carolina National Bank in Ft. Myers, FL, and the Advisory Board for
Roto-Rooter/Service America in Boca Raton, FL.




Adam
Taylor, 55,
serves as a Director on the Board of Buckeye Ventures, Inc. He is currently
President of Associated Production Music, the world's largest music production
company, having the largest available collection of original production music.
He has held this position since 2001. For more than the past twenty years, Mr.
Taylor has specialized in providing consulting services to intellectual property
companies, organizations and individuals related to optimizing the economic
value of copyrights, trademarks and patents. From 1979 to 1989, Mr. Taylor
served as the Chief Executive Officer and President of Caswell-Massey, the
oldest chemist and perfumers in the U.S., established in 1752. Mr. Taylor also
was a founding partner of a firm that developed entertainment properties,
including several television series from 1990 to 1996




11




ITEM
1A.  RISK FACTORS




Housing
Market Could Adversely Affect Our Business




While our
subsidiaries are primarily engaged in the HVAC renovation, service and
replacement business for residential customers, the Company's business plan
involves the full range of HVAC/Plumbing related services, including the service
and maintenance of all HVAC and plumbing systems principally for residential
replacement and renovation in each of the markets it which we operate and will
in the future operate. This business is dependent upon the levels of residential
and small business renovation customers. Ability to maintain or increase
revenues will depend on the number of residential and small business customers
starting and completing replacement and renovation projects in the markets in
which we presently operate and will in the future operate. Levels of
replacements and renovations is cyclical in nature and will be affected by
general and local economic conditions, changes in interest rates and other
factors, including the following:




-
regional economic conditions;


-
interest rates and other factors affecting the availability and cost of
financing;


- overall
consumer confidence;




At
present we operate in both the Sacramento, CA and the Boston, MA metropolitan
markets and this concentrates our risk to local economic conditions in these
regions. Downturns in economic conditions in our markets could result in a
material reduction in our HVAC/Plumbing replacement and renovation activity
levels and our financial condition.





Our
HVAC/Plumbing Growth Will Depend on Our Ability to Acquire new HVAC/Plumbing
Service Locations in Other Markets, Our Ability to Successfully Integrate New
Locations and Our Ability to Finance New Acquisitions.




Our
ability to achieve our growth plan is dependent upon our ability to successfully
complete acquisitions of other HVAC/Plumbing service providers in additional
markets, as well as the economic conditions that prevail in such markets. We
intend to continue to pursue our program of selected acquisitions by identifying
and evaluating acquisition prospects with the view to complement and expand
our existing business. The timing, size and success of completing future
acquisitions and the required capital commitments for future acquisitions cannot
be predicted. If we are unable to find appropriate acquisitions and successfully
complete acquisitions at acceptable terms, our ability to increase our revenues
and generate profit may be diminished.




Each
acquisition involves a number of risks, including:




-
            
            the
      diversion of our management's attention from existing business operations
      to efforts involving integrating the operations and personnel of the
      acquired HVAC/Plumbing businesses;-
            
            possible
      adverse effects on our operating results during the integration process;
      and-
            
            our
      possible inability to achieve the intended objectives of the
      combination.




We expect
to finance future acquisitions through the issuance or use of debt and/or equity
securities as well as through cash flow from operations. There can be no
assurance that we will be able to secure debt or equity financing, if and when
needed, at acceptable terms, nor can there be assurance that our cash flow will
be sufficient for financing acquisitions. If we should proceed with an
acquisition for cash consideration, we would require financing in addition to
our present financial resources, which could have an adverse effect on our
working capital required for our existing operations. Any future acquisitions
could also dilute the equity interests of our existing stockholders, require us
to write off assets for accounting purposes, or create other accounting issues,
such as significant expenses for amortization of goodwill or other intangible
assets.




We
May Experience Difficulties in Managing Internal Growth.




In order
to continue to grow internally, we expect to expend significant time and effort
managing and expanding our existing operations while implementing our
acquisition program. There can be no assurance that our systems, procedures and
controls will be adequate to support our expanding operations, including the
timely receipt of financial information from any acquired locations, which would
adversely effect our ability to remain current in our reporting requirements
under the Exchange Act. Our growth can be expected to impose significant added
responsibilities on our corporate management, including the need to identify,
recruit and integrate new senior managers and executives, as well as increasing
costs associated with such efforts. If we are unable to manage our growth, or if
we are unable to attract and retain additional qualified management, our
operations could be materially adversely affected.




12




We
are Dependent Upon our Ability to Retain Qualified Personnel Technicians and any
Shortage May Negatively Impact Our Business, Including Our Ability to
Grow.




We are
dependent upon an adequate supply of skilled HVAC technicians and plumbers to
complete our contracts in our Boston, MA and Sacramento, CA markets in a timely
manner. It may be expected, as we make acquisitions of other HVAC/Plumbing
service providers engaged in new residential construction installation or make
use of personnel with technical specialties in this area of expertise, that from
time to time, especially during periods of significant growth in the housing
sector in the markets in which we operate and in the future will operate, we may
experience a shortage of qualified plumbers and HVAC technicians. We must
compete with other HVAC and plumbing contracting companies for a limited supply
of skilled technicians. As a result, our ability to increase productivity and
profitability may be limited by our ability to employ, train and retain skilled
technicians necessary to meet our anticipated growth requirements. In addition,
labor shortages could result in wage increases, which could reduce
operating margins and have a negative effect on our financial condition and
results of operations. While we believe that we offer a competitive compensation
and benefits package, there can be no assurance that our employees will continue
their employment under present terms and as a result, there can be no assurance
that:




-
            
            we
      will be able to maintain the skilled labor force necessary to operate
      efficiently;-
            
            our
      labor expenses will not increase as a result of any shortage in the supply
      of skilled technicians; and-
            
            we
      will be able to grow during any period of labor shortage.




Due
to Seasonality and Differing Regional Economic Conditions, Our Results May
Fluctuate from Period to Period.




The
HVAC/Plumbing industry is influenced by seasonal declines in operations and
demand that affect the HVAC/Plumbing replacement and renovation business as well
as the new construction business. These seasonal declines are due to weather,
buying trends and other factors and typically result in reduced levels of
HVAC/Plumbing activity during the first and fourth quarters of the calendar
year. Our present business operations are limited to our Sacramento and Boston
metropolitan area markets, which markets are subject to seasonal variations
in operations and demand. Our revenues in the winter are typically significantly
lower than in the period from May to August, which is the peak air conditioning
season in both markets. As a result, our performance in any particular quarter
may not be indicative of the results that can be expected for any other quarter
or for the entire year. However, as we acquire additional HVAC/Plumbing service
providers in other locations including warmer weather areas in the U.S., it may
be expected that seasonality may have less of an impact on our results of
operations from period to period. However, there can be no assurance that our
future combined geographic, service and product mix will be sufficient to
overcome any declines that may occur in the future or that other seasonal
patterns will not emerge.




The
Highly Competitive Nature of the HVAC/Plumbing Industry Could Affect Our
Profitability by Reducing Our Profit Margins.




The
HVAC/Plumbing service contracting industry is highly fragmented with many small
and mid-sized owner-operated private companies competing in each market. In
addition, we will be required to compete with larger regional companies that
operate in several markets and states, as well as with other companies,
including public and large private companies that operate nationally serving the
residential HVAC market, having far longer operating histories and far greater
financial, personnel and other resources. Such larger public and private
companies have grown their businesses through acquisition programs similar to
our acquisition plan and it may be expected that we will face competition in
pursuing desirable acquisition candidates. We expect that we will also compete
in the future with companies that will offer customers a greater range of
services than we will provide or who have lower overhead cost structures, and
therefore will be able to provide comparable service at lower rates. We may also
face competition from former employees of both our Sacramento and Boston area
operations, as well as from future operations in new markets, who are familiar
with our current and future employees, customers, pricing structure and
operational practices. If we are unable to offer our services at competitive
prices or if we have to reduce prices to remain competitive, our future
profitability would be impaired.





Our
Operations are Subject to Physical Hazards Associated with the Installation and
Repair of HVAC Systems; if an Accident Occurs It Could Adversely Affect Our
Business.




The
nature of our business exposes us to potential claims for personal injury or
death resulting from injuries to employees and other persons, transportation
accidents, property damage and negligence, intentional misconduct or defective
materials or workmanship in connection with the installation, repair or
maintenance of HVAC/plumbing systems. Claims could arise from the presence of
mold in structures that contain HVAC/plumbing systems that we have installed or
may install in the future. We will implement and maintain an active mold
remediation program in place to respond to any potential future claims. There
can be no assurance that the amount of any mold claims will not exceed insurance
coverage limits. Future claims by customers may be based on the warranties we
provide with respect to materials or workmanship or may be based on common law
as well as state statutes relating to the conduct of HVAC/plumbing contractors.
Although our operations are and will continue to be covered by comprehensive
insurance, subject to deductibles and policy limits, certain types of claims,
such as claims for punitive damages or damages arising from intentional
misconduct, are generally not covered by insurance. There can be no assurance
that any future claims would not exceed the amount of our insurance
coverage or that such insurance will continue to be available on economically
reasonable terms, if at all.




13




The
Loss of a Group of Key Management Personnel, Either at the Corporate or
Operating Level, Could Adversely Affect Our Business.




The loss
of key management personnel at the corporate level and/or at our operating
subsidiaries' locations could have an adverse effect on our business, financial
condition and results of operations. Our operations depend on the continued
efforts of our current and future executive officers, senior management and
management personnel at each of our Service Centers. One of the primary criteria
that we use in our evaluation of potential acquisition candidates is the quality
of their management and while our acquisition negotiation process includes
the retention of qualified management, we cannot guarantee that any member of
management of an acquired business will continue to remain in their capacity for
any particular period of time. Our subsidiaries service operations are managed
on a decentralized basis at the local level and our results of operations will
depend on the efforts, business contacts and experience of the management teams
of our operating locations. At present, we do not maintain key man life
insurance on any key personnel.




Our
Results of Operations Could Be Adversely Affected as a Result of Goodwill
Amortization or Write-Offs.




When we
acquire a business, we may record an asset called "goodwill" equal to the excess
amount we pay for the business, including liabilities assumed, over the fair
value of the tangible assets of the business we acquire. Pursuant to generally
accepted accounting principles, we would be required to amortize this goodwill,
if traceable to specific items such as a customer base, over its estimated
useful life following the acquisition, which would directly impact our earnings.
Furthermore, we would be required to continually evaluate whether events or
circumstances have occurred which indicate that any intangible assets such as
goodwill may become impaired and subsequently require adjustments against
earnings.




Past
and future environmental, safety and health regulations combined with
governmental laws and regulations could impose significant additional costs on
us that reduce our profits and consequently adversely affect our business
operations .




HVAC
systems are subject to various environmental statutes and regulations, including
the Clean Air Act and those regulating the production, servicing and disposal of
certain ozone depleting refrigerants used in HVAC systems. There can be no
assurance that the regulatory environment in which we operate will not change
significantly in the future. Various local, state and federal laws and
regulations impose licensing standards on technicians who install and service
HVAC systems. Our failure to comply with these laws and regulations could
subject us to substantial fines and potentially the loss of our
licenses.





It is
impossible to predict the full nature and effect of judicial, legislative or
regulatory developments relating to health and safety regulations and
environmental protection regulations applicable to our operations. Most states
require that at least one employee be a licensed master, and many jurisdictions
in which we will operate also regulate the number and level of license holders
who must be present on a construction site during the installation of plumbing
and mechanical systems. Some jurisdictions in which we will operate will require
us to obtain a building permit for each plumbing or mechanical project. In
addition, we must comply with labor laws and regulations.




Environmental
Health and Safety.




We are
subject to safety standards established and enforced by the Occupational Safety
and Health Administration as well as various environmental laws and regulations
relating to the use, storage, transportation and disposal of various materials.
Our HVAC and refrigeration systems work is subject to additional restrictions
and regulations governing the availability, handling and recycling of various
refrigerants due to the phase-out of ozone-depleting substances under the
Montreal Protocol and the Clean Air Act.




Clean Air
Act.




HVAC
systems are subject to various environmental statutes and regulations,
including, but not limited to, laws and regulations implementing the Clean Air
Act, as amended (the "Clean Air Act"), relating to minimum energy efficiency
standards of HVAC systems and the production, servicing and disposal of certain
ozone depleting refrigerants used in such systems. Both our Sacramento and
Boston markets and additional markets in which we will operate are also subject
to various federal, state and local environmental regulations, including laws
and regulations governing the generation of hazardous substances and maintenance
of underground storage tanks, among other laws and regulations. As we enter into
new markets, we expect that we will become subject to additional regulations.
There can be no assurance that the regulatory environment in which we presently
operate or will operate in the future will not change significantly in the
future, which could adversely affect our business. Various local, state and
federal laws and regulations, including, but not limited to, laws and
regulations implementing the Clean Air Act, impose licensing standards on
technicians who service HVAC units. While the installers and technicians
presently employed by us are duly certified by applicable local, state and
federal agencies and have been able to meet or exceed such standards to date,
there can be no assurance that they will be able to meet stricter standards if
adopted in the future. In addition, installers must comply with local building
codes when installing HVAC units in residences and commercial buildings. In some
states, warranties provided for in our service agreements may be deemed
insurance contracts by applicable state insurance regulatory agencies, thereby
subjecting our business including our service agreements to the insurance laws
and regulations of any such state.




14




Actual
and potential claims, lawsuits and proceedings could ultimately reduce our
profitability and liquidity and weaken our financial condition.




We are
likely to continue to be named as a defendant in legal proceedings claiming
damages from us in connection with the operation of our business. Most of the
actions against us arise out of the normal course of our performing services on
work sites. We also are and are likely to continue to be a plaintiff in legal
proceedings against customers, in which we seek to recover payment of
contractual amounts due to us as well as claims for increased costs incurred by
us. When appropriate we establish provisions against certain legal exposures,
and we adjust such provisions from time to time according to ongoing
developments related to each exposure. If in the future our assumptions and
estimates related to such exposures prove to be inadequate or wrong, we could
experience a reduction in our profitability and liquidity and a weakening of our
financial condition. In addition, claims, lawsuits and proceedings may harm our
reputation or divert management resources away from operating our
business.




Our
recent and future acquisitions may not be successful.




We expect
to continue to pursue extremely selective acquisitions of businesses. We cannot
assure you that we will be able to locate acquisitions or that we will be able
to consummate any such transactions on terms and conditions acceptable to us, or
that such transactions will be successful. Acquisitions may expose us to
additional business risks that are different than those we have traditionally
experienced. We also may encounter difficulties integrating acquisitions and
successfully managing the growth we expect to experience from these
acquisitions.




Earnings
for future periods may be affected by impairment charges.




Because
we have grown in large part through acquisitions, goodwill and other acquired
intangible assets represent a substantial portion of our assets. We perform an
annual goodwill impairment review in the fourth quarter of every fiscal year. In
addition, we perform a goodwill impairment review whenever events or changes in
circumstances indicate the carrying value may not be recoverable. As a result of
our goodwill impairment review in the fourth quarter of 2006, we recorded no
impairment charges for 2006. At some future date, we may determine that a
significant impairment has occurred in the value of our unamortized intangible
assets or fixed assets, which could require us to write off an additional
portion of our assets and could adversely affect our financial condition or our
reported results of operations.




Failure
or circumvention of our disclosure controls and procedures or internal controls
over financial reporting could seriously harm our business.




We plan
to continue to maintain and strengthen internal controls and procedures to
enhance the effectiveness of our disclosure controls and internal controls over
financial reporting. Any system of controls, however well designed and operated,
is based in part on certain assumptions and can provide only reasonable, and not
absolute, assurances that the objectives of the system are met. Any failure of
our disclosure controls and procedures or internal controls over financial
reporting could harm our financial condition and results of
operations.




Failure
to successfully comply with Section 404 of the Sarbanes-Oxley Act of 2002
on a timely basis could seriously harm our business.




Section 404
of the Sarbanes-Oxley Act of 2002 requires our management to report on our
internal controls over financial reporting and also requires our independent
registered public accountants to attest to this report. Although we have
historically been able to successfully comply with Section 404, in the
future, we may not be successful in complying with Section 404 on a timely
basis. The failure to comply with Section 404 could harm our financial
condition and results of operations.




RISK
FACTORS RELATED TO MARKET OF OUR COMMON STOCK




Market
prices of our equity securities can fluctuate significantly.




The
market price of our common stock may change significantly in response to various
factors and events beyond our control. A variety of events may cause the market
price of our common stock to fluctuate significantly, including the following:
(i) the risk factors described in this Report on Form 10-KSB;
(ii) a shortfall in operating revenue or net income from that expected by
securities analysts and investors; (iii) changes in securities analysts'
estimates of our financial performance or the financial performance of our
competitors or companies in our industry generally; (iv) general conditions
in the economy as a whole; (v) general conditions in the securities
markets; (vi) our announcements of significant contracts, milestones,
acquisitions; (vii) our relationship with other companies; (viii) our
investors' view of the sectors and markets in which we operate; and
(ix) additions or departures of key personnel. Some companies that have
volatile market prices for their securities have been subject to security
class action suits filed against them. If a suit were to be filed against us,
regardless of the outcome, it could result in substantial costs and a diversion
of our management's attention and resources. This could have a material adverse
effect on our business, results of operations and financial
condition.




15




There
is a limited Trading Market for our Common Stock.




Our
common stock is subject to quotation on the NASD OTCBB. Recently, there has been
limited trading activity in our common stock. There can be no assurance that a
more active trading market will commence in our securities. Further, in the
event that an active trading market commences, there can be no assurance as to
the level of any market price of our shares of common stock, whether any trading
market will provide liquidity to investors, or whether any trading market will
be sustained.




Dividends.




We do not
expect to pay dividends in the immediate future. The payment of dividends, if
any, will be contingent upon our future revenues and earnings, capital
requirements and general financial condition. The payment of any dividends will
be within the discretion of our board of directors. It is our intention to
retain earnings for use in the business operations and accordingly, we do not
anticipate that the Company will declare any dividends in the near
future.




Possible
Issuance of Additional Securities.




Our
Articles of Incorporation authorize the issuance of 100,000,000 shares of common
stock and 1,000,000 shares of preferred stock. At December 31, 2006, we had
98,548,618 shares of common stock outstanding and 998,086 preferred shares
outstanding. Pursuant to the action of our Board of Directors and the consent of
shareholders, and our definitive information statement on Schedule 14A, our
authorized capital stock is being increased by filing articles of amendment to
our articles of incorporation to increase our authorized shares of common stock
from 100,000,000 shares to 150,000,000 shares and preferred stock from 1,000,000
shares to 3,000,000 shares. In connection with the authorization of any future
acquisitions, management incentive plans or otherwise, it may be expected that
we will issue additional shares of common and/or preferred stock. To the extent
that additional shares of common stock are issued, our shareholders would
experience dilution of their respective ownership interests in the Company. The
issuance of additional shares of common stock may adversely affect the market
price of our common stock and could impair our ability to raise capital through
the sale of our equity securities.




Compliance
with Penny Stock Rules.




Our
securities are currently considered a "penny stock" as defined in the Exchange
Act and the rules there under, since the price of our shares of common stock is
currently less than $5. Unless our common stock is otherwise excluded from the
definition of "penny stock," the penny stock rules apply with respect to that
particular security. The penny stock rules require a broker-dealer prior to a
transaction in penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the SEC that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with current bid
and offer quotations for the penny stock, the compensation of the broker-dealer
and its sales person in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules require that the broker-dealer, not otherwise
exempt from such rules, must make a special written determination that the penny
stock is suitable for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure rules have the effect of reducing
the level of trading activity in the secondary market for a stock that becomes
subject to the penny stock rules. So long as the common stock is subject to
the penny stock rules, it may become more difficult to sell such securities.
Such requirements, if applicable, could additionally limit the level of trading
activity for our common stock and could make it more difficult for investors to
sell our common stock.





ITEM
1B.  UNRESOLVED STAFF COMMENTS




None




ITEM
2.  DESCRIPTION OF PROPERTY




We lease
the real property and buildings from which we operate. Our HVAC subsidiaries'
facilities are located in Massachusetts and California and consist of offices,
shops, maintenance and warehouse facilities. The leases for our California
subsidiaries are for 4,000 square feet in Sacramento on a month-to-month basis
at an annual rental of $32,400 and 4,000 square feet in Riverbank on a
month-to-month basis at an annual rental of $21,600. Our Massachusetts
subsidiary leases 12,000 square feet through January 31, 2010 at an annual
rental of $90,000. The Company paid its Massachusetts' location rent under
during 2006 and 2005 to an employee of the Company, who is President of the
Buckeye's wholly owned subsidiary, HACS. The rents paid HACS and terms under the
sublease are the same as was paid prior to its acquisition.. Our WWMPC
subsidiary leases its premises of 400 square feet annual rental of $7,785.These
premises, except for HACS, are leased from individuals or entities with whom we
have no other business relationship.




To
maximize available capital, we generally intend to continue to lease our
properties, but may consider owning properties where we believe ownership would
be more economical. We believe that our facilities are sufficient for our
current needs.




16




We lease
400 square feet for our executive and administrative offices in San Diego, CA
from an unaffiliated third party at an annual rental of $9,600.




These
premises are leased from individuals or entities with whom we have no other
business relationship. Leased premises range in size from approximately 4,000
square feet to 12,000 square feet. To maximize available capital, we generally
intend to continue to lease our properties, but may consider owning properties
where we believe ownership would be more economical. We believe that our
facilities are sufficient for our current needs.




ITEM
3.  LEGAL PROCEEDINGS




We are
subject to certain claims and lawsuits arising in the normal course of business.
We maintain various insurance coverages to minimize financial risk associated
with these claims.




We have
estimated and provided accruals for probable losses and related legal fees
associated with certain of our litigation in our consolidated financial
statements. While we cannot predict the outcome of these proceedings, in our
opinion and based on reports of counsel, any liability arising from these
matters individually and in the aggregate will not have a material effect
on our operating results or financial condition, after giving effect to
provisions already recorded.




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




During
the last quarter of 2006, there was no matter submitted to a vote of our
security holders. On March 29, 2007, pursuant to a definitive information
statement on Schedule 14C, the board of directors with the consent of the
holders of a majority of our common stock and preferred stock, approved the
increase in our authorized shares of common stock from 100,000,000 shares to
150,000,000 shares and the increase in our authorized shares of preferred stock
from 1,000,000 shares to 3,000,000 shares.




17




PART II




ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS




The
following table sets forth the reported high and low sales prices of our Common
Stock for the quarters indicated as traded on the Over The Counter Bulletin
Board market. Our Common Stock is traded under the symbol BEYV:




High
            
            
            LowFirst
      Quarter, 2004
            
            $
            0.05
            
            
            $
            0.03Second
      Quarter, 2004
            
            $
            0.06
            
            
            $
            0.04Third
      Quarter, 2004
            
            $
            0.40
            
            
            $
            0.05Fourth
      Quarter, 2004
            
            $
            0.18
            
            
            $
            0.10First
      Quarter, 2005
            
            $
            0.18
            
            
            $
            0.08Second
      Quarter, 2005
            
            $
            0.25
            
            
            $
            0.09Third
      Quarter, 2005
            
            $
            0.21
            
            
            $
            0.12Fourth
      Quarter, 2005
            
            $
            1.30
            
            
            $
            0.17First
      Quarter, 2006
            
            $
            0.97
            
            
            $
            0.35Second
      Quarter, 2006
            
            $
            0.55
            
            
            $
            0.25Third
      Quarter, 2006
            
            $
            0.35
            
            
            $
            0.15Fourth
      Quarter, 2006
            
            $
            0.25
            
            
            $
            0.06




As of
December 29, 2006, there were 806 stockholders of record of our Common Stock,
and the last reported sale price on that date was $.20 per share. The Company
has not declared cash dividends on its Common Stock and does not intend to do so
in the foreseeable future. If the Company generates earnings, management's
policy is to retain such earnings for further business development. It plans to
maintain this policy as long as necessary to provide funds for the Company's
operations. Any future dividend payments will depend upon the full payment of
any required Preferred Stock dividends, the Company's earnings, financial
requirements and other relevant factors, including approval of such dividends by
the Board of Directors.




Recent
Sales of Unregistered Securities




In April
and May 2006, BEYV sold 1,980,000 restricted shares of BEYV Common Stock
(provided by the two former BVI stockholders) to 11 accredited investors at a
price of $.25 per share, or $495,000 total.





In June
2006, the Company issued 85,759 restricted shares of BEYV common stock for cash
and services.





In
January 2006 and February 2006, prior to closing of the Share Exchange Agreement
on February 22, 2006 (effective March 1, 2006), WWMO authorized the issuance of
277,859 shares of common stock to nine individuals for cash considerations and
services.





On
February 22, 2006, as a result of the closing of the Share Exchange Agreement,
the two BVI stockholders authorized the delivery of a total of 6,142,742 shares
of WWMO common stock (provided by the two former BVI stockholders) to nine
investors who paid BVI a total of $455,000 ($405,000 in year 2005, $50,000 on
February 16, 2006) for WWMO shares of common stock in the event that the Share
Exchange Agreement closed.





The
Company believes that the issuances and sale of the restricted shares were
exempt from registration pursuant to Section 4(2) of the Act as privately
negotiated, isolated, non-recurring transactions not involving any public
solicitation. The recipients in each case represented their intention to acquire
the securities for investment only and not with a view to the distribution
thereof. Appropriate restrictive legends are affixed to the stock certificates
issued in such transactions.





Issuer
Purchases of Equity Securities




None.




18




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




The
following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and related notes included elsewhere in this
annual report on Form 10-KSB. Also see “Forward-Looking Statements”
discussion.




Introduction
and Overview




We are a
national provider of residential heating, ventilation and air conditioning
(“HVAC”) installation, maintenance, repair and replacement services within the
mechanical services industry. The services we provide address a very broad need
in the residential market. We operate primarily in the residential HVAC markets
and perform most of our services within residences. In addition to standard HVAC
services, we provide specialized applications such as building automation
control systems, fire protection, process cooling, electronic monitoring and
process piping. Certain locations also perform related activities such as
electrical service and plumbing.




Nature
and Economics of Our Business




Approximately
95% of our revenues are earned in the replacement or maintenance of existing
residential heating and cooling systems. Customers hire us to ensure such
systems deliver specified or generally expected heating, cooling, conditioning
and circulation of air in their homes. This entails installing core system
equipment such as packaged heating and air conditioning units. We also typically
install connecting and distribution elements such as piping and ducting. Our
responsibilities usually require conforming the systems to pre-established
engineering drawings and equipment and performance specifications, which we
frequently participate in establishing.




As
presented by the nationally recognized research firm First Research, demand for
HVAC and plumbing contractors can be sharply different in local markets,
depending on the level of local residential and commercial construction. For
example, in the first five months of 2006, total construction was up 17 percent
in the West, 7 percent in the Midwest, but only 5 percent in the Northeast
and 4 percent in the South, according to McGraw-Hill Construction. Construction
activity in a city or region can change dramatically from year to year. We
believe that by consolidating certain company-wide resources, we are better able
to meet the seasonal and construction challenges before us.




When
competing for project business, we usually estimate the costs we will incur on a
project, then propose a bid to the customer that includes a contract price and
other performance and payment terms. Our bid price and terms are intended to
cover our estimated costs on the project and provide a profit margin to us
commensurate with the value of the installed system to the customer, the risk
that project costs or duration will vary from estimate, the schedule on which we
will be paid, the opportunities for other work that we might forego by
committing capacity to this project, and other costs that we incur more broadly
to support our operations but which are not specific to the project.
 Typically customers will seek bids from competitors for a given project.
While the criteria on which customers select the winning bid vary widely and
include factors such as quality, technical expertise, on-time
performance, post-installation or maintenance support and service, and
company history and financial strength, we believe that price is the most
influential factor for most customers in choosing an HVAC installation and
service provider.




After a
customer accepts our bid, we generally enter into a contract with the customer
that specifies what we will deliver on the project, what our related
responsibilities are, and how much and when we will be paid. Our overall price
for the project is typically set at a fixed amount in the contract, although
changes in project specifications or work conditions that result in unexpected
additional work are usually subject to additional payment from the customer via
what are commonly known as change orders.




Labor and
overhead costs account for the majority of our cost of service. Accordingly,
labor management and utilization have the most impact on our operational
performance. Given the fixed price nature of much of our project work, if our
initial estimate of project costs is wrong or we incur cost overruns that cannot
be recovered in change orders, we can experience reduced profits or even
significant losses on fixed price project work.




We also
perform some project work on a cost-plus or a time and materials basis, under
which we are paid our costs incurred plus an agreed-upon profit margin. These
margins are typically less than fixed-price contract margins because there is
less risk of unrecoverable cost overruns in cost-plus or time and materials
work.




Our
average job takes less than a week to complete, with an average contract price
of approximately $12,000. Our customers generally pay via personal credit cards
or financing. In addition to residential HVAC installation work, approximately
15% of our revenues represent maintenance and repair service on
already-installed HVAC systems. This kind of work usually takes from a few hours
to a few days to perform. Prices to the customer are usually based on the
equipment and materials used in the service as well as technician labor time. We
usually bill the customer for service work when it is complete, typically with
payment terms of up to thirty days. We also provide maintenance and repair
service under ongoing contracts. Under these contracts, we are paid regular
monthly or quarterly amounts and provide specified service based on customer
requirements. These agreements typically cover periods ranging from one to three
years and are cancelable on 30 to 60 days notice.




19




A
relatively small but growing portion of our revenues comes from windows
installation and plumbing services. Windows represents an extension of the
company's larger goal of providing a greater energy consciousness to the
residential consumer. By replacing older less energy conservative windows with
better energy saving windows, the consumer benefits financially over time as
does the general public through the reduction in use of scarce energy in heating
and cooling activities. Plumbing contractors install bathroom and kitchen
fixtures and the associated pipes in residential or commercial buildings, and
may also install gas appliances and pipe work. It is management's intent to
merge a viable plumbing operation with the HVAC operations at all locations.
Part of our mission and vision is to become recognized by residential consumers
as a dependable source for controlling their overall home energy
needs.




Profile
and Management of Our Operations




Buckeye
Ventures, Inc. is in the business of building a nationally recognized Heating,
Ventilation and Air Conditioning company under the name of Energy King. The
overall management philosophy is to seek our specific regions across the United
States and locate candidate companies for acquisition. Hubs, or defined regional
areas for growth are identified. Then companies within the geographic region are
identified for acquisition. With the hub in the middle as the initial profit
center providing central training, development and coordination to acquisitions
in that region, the spokes or individual locations outside of the hubs extend
the services of Energy King throughout the area.




The
individual acquisitions are provided standardized support in training,
reporting, and revenue efforts. Management feels the local HVAC company that has
been acquired is able to grow its business over twenty-five percent a year with
the proper support. Management believes that with increased buying power, costs
can be reduced for equipment, vehicles, insurance, employee benefits and more.
With the combined assets of companies across the United States, management will
be able to offer better benefits to its employees than they could obtain
elsewhere in the industry. With built-in support structures regionally to build
morale and teamwork, management is motivated to allow greater autonomy in the
daily operations of its subsidiaries than previously seen in typical corporate
structures. Through operational support, by monitoring operations, maintaining
strong internal controls, and by providing training to take the local companies
to higher levels of sales, management wants its subsidiaries to be as
independent as possible.




At
Buckeye Ventures, our mission is to become the leading national brand of
residential comfort services contractors by acquiring the industry's most
outstanding operators, sharing best practices, offering the most ethical and
professional services and providing solutions that meet our customers' needs and
exceed their expectations.




Our
vision at Buckeye Ventures is to provide a safe, productive and rewarding work
environment for our employees across the country through a commitment to the
public and our families to make every home more energy efficient through the
combined synergies of professional technical expertise in Heating, Ventilation
and Air Conditioning services with the use of cost efficient windows,
sealants and plumbing services.




We manage
our operations based on a variety of factors. Financial measures we emphasize
include profitability, and use of capital as indicated by cash flow and by other
measures of working capital principally involving project cost, billings and
receivables. We also monitor selling, general, administrative and indirect job
support expense, workforce size and mix, growth in revenues and profits,
variation of actual job cost from original estimate, and overall financial
performance in comparison to budget and updated forecasts. Operational factors
we emphasize include job selection, estimating, pricing, management and
execution practices, labor utilization, safety, training, and the make-up of
both existing jobs as well as new business being pursued, in terms of job size,
technical application and location of the work.




Most of
our operations compete on a local or regional basis. Attracting and retaining
effective managers is an important factor in our business, particularly in view
of the relative uniqueness of each market and operation, the importance of
relationships with customers, and the high degree of competition and low
barriers to entry in most of our markets. Accordingly, we devote considerable
attention to operating job management quality, stability, and contingency
planning, including related considerations of compensation, and non-competition
protection where applicable.




Economic
and Industry Factors




As an
HVAC, plumbing and windows services provider, we operate in the broader
residential industry and are affected by trends in this sector. While we do not
have operations in all major cities of the US, we believe our regional presence
in the Boston, MA and Sacramento, CA areas is sufficiently large that we
experience trends in demand for and pricing of our services that are consistent
with trends in those regional sectors. As a result, we monitor the views of
major construction sector forecasters along with macroeconomic factors they
believe drive the residential sector, including trends in gross domestic
product, interest rates, business investment, employment, demographics, and the
general fiscal condition of federal, state and local governments. Per the
research organization, First Research, The overall construction market expanded
in 2006, which provides new construction project opportunities for HVAC and
plumbing contractors. The total value of construction put in place through the
first three quarters of 2006 jumped 6.6 percent over the previous year. The
Company believes that the current economic environment is favorable relative to
the activity levels of recent years.




20




Operating
Environment and Management Emphasis




Each of
the current three locations are semi-autonomous in their operations. The Vice
President of Operations is the head over all subsidiary operations at the
present. The business model being implemented focuses on using existing
personnel to implement a proven technique of training technicians and
installers as well as reporting to increase sales and profits. In HACS and
Energy King thus far, the former management team and staff have remained after
the acquisition. Emphasis on lead generation and advertising has led to more
sales at each location. Now, there is a momentum to introduce plumbing and
windows into the locations. Management is focused on the development of its
employees to see higher productivity through greater motivation and greater
customer satisfaction as a result.




Critical
Accounting Policies




In
response to the Commission's Release No. 33-8040, “Cautionary Advice
Regarding Disclosure About Critical Accounting Policies,” we identified our
critical accounting policies based upon the significance of the accounting
policy to our overall financial statement presentation, as well as the
complexity of the accounting policy and our use of estimates and subjective
assessments. We have concluded that our most critical accounting policy is our
revenue recognition policy.





As
discussed elsewhere in this annual report on Form 10-K, our business has
two service functions: (i) installation, and (ii) maintenance, repair
and replacement, which we account for as the services are performed. In
addition, we identified other critical accounting policies related to our
allowance for doubtful accounts receivable, valuation of deferred tax assets and
the assessment of goodwill impairment. These accounting policies, as well as
others, are described in Note 2 to the Consolidated Financial Statements
included elsewhere in this annual report on Form 10-K.




Principles
of consolidation




The
accompanying consolidated financial statements include the accounts of Buckeye
Ventures, Inc. and its wholly-owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated.




Accounts
receivable




The
Company provides an allowance for uncollectible trade receivable balances for
all specific account balances that are considered uncollectible. The Company
performs ongoing credit evaluations of its customers and generally does not
require collateral. An appropriate allowance for doubtful accounts is included
in accounts receivable. Concentrations of credit risk with respect to accounts
receivable are limited due to the nature of the Company's
receivables.





Accounting
for Allowance for Doubtful Accounts




We are
required to estimate the collectibility of accounts receivable and provide an
allowance for doubtful accounts for receivable amounts we believe we will not
ultimately collect. This requires us to make certain judgments and estimates
involving, among others, the creditworthiness of the customer, our prior
collection history with the customer, ongoing relationships with the customer,
the aging of past due balances, our lien rights, if any, in the property where
we performed the work, and the availability, if any, of payment bonds applicable
to our contract. These estimates are re-evaluated and adjusted as additional
information is received.




Inventory




Inventories
consist of parts and supplies that the Company purchases and holds for use in
the ordinary course of business and are stated at the lower of cost or market
using the first-in, first-out method.




Revenue
recognition and deferred revenue




The
Company recognizes revenue when risk of loss and title to the product is
transferred to the customer, which occurs at installation. Shipping and handling
fees are included in sales. Payments received for uninstalled products are
deferred until installation and are included in accounts payable.





Income
Taxes




The
Company accounts for income taxes under the asset and liability method. Under
this method, deferred tax assets and liabilities are recognized and measured
using enacted tax rates at the balance sheet date. Deferred tax expense or
benefit is the result of changes in deferred tax assets and liabilities.
Valuation allowances are established when necessary to reduce net deferred taxes
to amounts that are more likely than not to be realized.




21




The
Company files a consolidated return for federal income tax purposes. Income
taxes are provided for under the liability method in accordance with SFAS
No. 109, “Accounting for Income Taxes,” which takes into account
differences between financial statement treatment and tax treatment of certain
transactions. Deferred tax assets represent the tax effect of activity that has
been reflected in the financial statements but which will not be deductible for
tax purposes until future periods. Deferred tax liabilities represent the tax
effect of activity that has been reflected in the financial statements but which
will not be taxable until future periods. The Company regularly evaluates
valuation allowances established for deferred tax assets for which future
realization is uncertain. The Company performs this evaluation each
quarter. Estimations of required valuation allowances include estimates of
future taxable income. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which the activity underlying these assets becomes deductible. The Company
considers projected future taxable income and tax planning strategies in making
this assessment. If actual future taxable income differs from the estimates, the
Company may not realize deferred tax assets to the extent it has
estimated.





Application
of critical accounting policies




Our
financial statements and accompanying notes are prepared in accordance with U.S.
GAAP. Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. These estimates and assumptions are affected by management's
application of accounting policies.





In
September 2006, the FASB finalized SFAS No. 157, "Fair Value Measurements" which
will become effective in 2008. This Statement defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements; however, it does not require any new fair value measurements. The
provisions of SFAS No. 157 will be applied prospectively to fair value
measurements and disclosures in the company's Consolidated Financial Statements
beginning in the first quarter of 2008.




In July
2006, the FASB released FASB Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes, an Interpretation of FASB Statement No. 109" (FIN 48). FIN 48
clarifies the accounting and reporting for uncertainties in income tax law. This
Interpretation prescribes a comprehensive model for the financial statement
recognition, measurement, presentation and disclosure of uncertain tax positions
taken or expected to be taken in income tax returns. The company will adopt this
Interpretation in the first quarter of 2007. The cumulative effects, if any, of
applying this Interpretation will be recorded as an adjustment to Retained
earnings, Goodwill, or Accumulated Gains and (Losses) not Affecting Retained
Earnings, as appropriate, as of the beginning of the period of adoption. The
company has commenced the process of evaluating the expected effect of FIN
48 on its Consolidated Financial Statements and does not presently expect a
material impact upon adoption. However, the company does expect to reclassify a
portion of its unrecognized tax benefits from current to non-current liabilities
because payment of cash is not anticipated within one year of the balance sheet
date. Prior period amounts also will be reclassified to conform to this change
in presentation.





SFAS
No. 139, Accounting by Producers or Distributors of Films, is effective for
financial statements for fiscal years beginning after December 15, 2000.
Comprehensive accounting guidelines for films is presented in Statement of
Position (SOP) 00-2, Accounting by Producers or Distributors of Films. SOP 00-2
presents accounting, reporting, and disclosure requirements for the motion
picture industry, aimed at codifying the practice of timing revenue recognition,
classifying film costs, and estimating future performance. In June 2000, FASB
issued SFAS 139, which rescinded SFAS 53, Financial Reporting by Producers and
Distributors of Motion Picture Films, and amended several other statements in
order to incorporate the guidance in SOP 00-2. Criteria for revenue recognition
are established along with costs and expenses. Capitalization of film costs are
covered as well as ultimate revenue estimates from the exploitation, exhibition,
and sales of a film in all markets and territories over the entire revenue time
horizon are covered. Specific items relative to Buckeye Ventures, Inc. include
guidance on revenue recognition, related costs and the valuation of film
libraries through the calculation of ultimate revenue for previously released
films acquired as part of a film library.





SFAS
No. 142, Goodwill and Other Intangible Assets, requires that goodwill be
tested for impairment at the reporting unit level (operating segment or one
level below an operating segment) on an annual basis (December for us) and
between annual tests if an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying
value. These events or circumstances could include a significant change in the
business climate, legal factors, operating performance indicators, competition
or sale or disposition of a significant portion of a reporting unit. Application
of the goodwill impairment test requires judgment, including the identification
of reporting units, assignment of assets and liabilities to reporting units,
assignment of goodwill to reporting units, and determination of the fair value
of each reporting unit. The fair value of each reporting unit is estimated using
a discounted cash flow methodology. This requires significant judgments
including estimation of future cash flows, which is dependent on internal
forecasts, estimation of the long-term rate of growth for our business, the
useful life over which cash flows will occur, and determination of our weighted
average cost of capital. Changes in these estimates and assumptions could
materially affect the determination of fair value and/or goodwill impairment for
each reporting unit. We allocate goodwill to reporting units based on the
reporting unit expected to benefit from the combination. We evaluate our
reporting units on an annual basis and if necessary, reassign goodwill using a
relative fair value allocation approach.




22




SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
was issued in August 2001, which is effective for years beginning after December
15, 2001. It supersedes SFAS 121, replaces the accounting and reporting
provisions of APB 30, and amends ARB 51 on consolidated financial statements.
SFAS 144 retains the SFAS 121 requirements to recognize an impairment loss only
if the carrying amount of a long-lived asset is not recoverable from its
undiscounted cash flows, and to measure an impairment loss as the difference
between the carrying amount and the fair value of the asset. Indications of
asset impairment at the lowest level at which independent cash flows can be
identified for specific assets or groups of assets, is the focus of SFAS 144. If
there are indications of impairment, estimates of fair value (usually future
cash flows) are compared to the carrying value of the assets. For the
purpose of SFAS 144, impairment exists when the carrying amount of a
long-lived asset (or asset group) exceeds its fair value. An impairment loss is
recognized only if the carrying amount of a long-lived asset (or asset group) is
not recoverable and exceeds its fair value. If the undiscounted cash flows are
less than the carrying value, then the asset must be written down to fair
value.





In
November 2004, the FASB issued Statement of Financial Accounting Standards
No. 151, “Inventory Costs”. This Statement amends the guidance in ARB
No. 43 Chapter 4 Inventory Pricing, to require items such as idle
facility costs, excessive spoilage, double freight and rehandling costs to be
expensed in the current period, regardless if they are abnormal amounts or not.
This Statement became effective for us in the first quarter of 2006. The
adoption of SFAS No. 151 has not had a material impact on our financial
condition, results of operations, or cash flows.





Results
of Operations (in thousands):




ITEM
6A.  SELECTED FINANCIAL DATA




Table
1 - Historical Results




The
following selected historical financial data has been derived from the audited
financial statements of the Company and should be read in conjunction with the
historical Consolidated Financial Statements and related notes.




Year Ended December 31,2005
            
            2006Revenues
            
            $
            2,064,197
            
            100.0%
            
            
            $
            6,273,685
            
            100.0%Cost
      of services
            
            
            1,328,906
            
            64.4%
            
            
            
            3,809,743
            
            60.7%Gross
      profit
            
            
            735,291
            
            35.6%
            
            
            
            2,463,942
            
            39.3%Selling,
      general and administrative expenses
            
            
            1,022,799
            
            49.5%
            
            
            
            3,401,916
            
            54.2%Operating
      income (loss)
            
            
            (287,508
            )
            (13.9%
            )
            
            
            (937,974
            )
            (14.9%
            )Interest
      expense, net
            
            
            (13,508
            )
            (0.7%
            )
            
            
            (131,535
            )
            (2.1%
            )Other
      income (expense)
            
            
            --
            
            --
            
            
            
            60,218
            
            .9%Income
      (loss) before income taxes
            
            
            (201,016
            )
            (14.6%
            )
            
            
            (1,009,291
            )
            (16.1%
            )Income
      tax expense (benefit)
            
            
            (10,358
            )
            (0.5%
            )
            
            
            (10,599
            )
            (0.2%
            )Income
      (loss) from continuing operations
            
            
            (311,374
            )
            (15.1%
            )
            
            
            (1,009,291
            )
            (16.1%
            )Extraordinary
      item from acquisition of Heating and Air Conditioning Services,
      Inc.
            
            
            114,532
            
            5.52%
            
            
            
            --Net
      income (loss)
            
            $
            (196,842
            )
            (9.5%
            )
            
            $
            (1,009,291
            )
            (16.1%
            )Income
      (loss) per share - basic and dilutedIncome
      (loss) from continuing operations
            
            
            (0
            )
            
            
            
            
            (0.1
            )Extraordinary
      item from acquisition of Heating and Air Conditioning Services, Inc.
            
            
            0
            
            
            
            
            
            --Net
      income (loss)
            
            
            (0
            )
            
            
            
            
            (0.1
            )Diluted--Income
      (loss) from continuing operations
            
            
            (0
            )
            
            
            
            
            (0.1
            )Extraordinary
      item from acquisition of Heating and Air Conditioning Services,
      Inc.
            
            
            0
            
            
            
            
            
            --Net
      income (loss)
            
            $
            (0
            )
            
            
            
            $
            (0.1
            )Cash
      dividends per share
            
            
            --
            
            
            
            
            
            --




23




BALANCE SHEET
      DATA:Total
      current assets
            
            
            1,081,218
            
            
            
            1,346,052Total
      assets
            
            
            1,278,333
            
            
            
            4,205,844Total
      current liabilities
            
            
            1,353,785
            
            
            
            2,134,777Total
      non-current liabilities
            
            
            46,390
            
            
            
            2,093,292Total
      stockholders' equity
            
            
            (121,842
            )
            
            
            (22,225
            )Working
      capital
            
            
            (272,567
            )
            
            
            (788,725
            )




Table
2 - Quarterly Results of Operations (Unaudited)




Quarterly
financial information for the year ended December 31, 2006 is summarized as
follows:




2006Q1
            
            
            Q2
            
            
            Q3
            
            
            Q4Revenues
            
            $
            956,601
            
            
            $
            1,515,747
            
            
            $
            1,416,660
            
            
            $
            2,384,677Gross
      profit
            
            
            325,546
            
            
            
            494,416
            
            
            
            604,577
            
            
            
            1,039,403Operating
      income (loss)
            
            
            (130,771
            )
            
            
            (207,032
            )
            
            
            (312,411
            )
            
            
            (287,760
            )Income
      (loss) from continuing operations
            
            
            (156,101
            )
            
            
            (217,953
            )
            
            
            (319,184
            )
            
            
            (326,652
            )Net
      income
            
            $
            (156,101
            )
            
            $
            (217,953
            )
            
            $
            (319,184
            )
            
            $
            (326,652
            )Income
      (loss) per share - basic and diluted
            
            $
            (.00
            )
            
            $
            (.00
            )
            
            $
            (.00
            )
            
            $
            (.01
            )




The sums
of the individual quarterly earnings per share amounts do not necessarily agree
with year-to-date earnings per share as each quarter's computation is based on
the weighted average number of shares outstanding during the quarter, the
weighted average stock price during the quarter and the dilutive effects of
options, warrants, and contingently issuable restricted stock in each
quarter.




The year
started out with one HVAC company, Heating and Air Conditioning Services, Inc.
near Boston, MA. The East Coast cyclical downside of January can be seen as the
sales increased in the second quarter due to the carry-over of the cold season
extending into May. September saw a decline in sales as the summer season
tempered the end of the third quarter. With the warmer months of October, it
took late November to begin seeing increased sales due to the cold
season.





The
fourth quarter also saw Energy King, Inc. (EKIS) in Sacramento, CA become
Buckeye's second acquisition. The combined revenues of HACS and EKIS propelled
the company to $2,384,677 for the quarter ended December 31, 2006 and $6,273,685
for the year.




The
Company's goal is to have independently profitable operations contributing
positively to the future of Buckeye's stockholders. The fourth quarter of 2006
began to see the positive effects of implementing the business model designed by
Buckeye's founders and management team. By building a solid and highly confident
team of installers and technicians motivated to provide quality service to
customers, sales do increase. By focusing on all expense levels to controls
costs, profits will be realized. With more acquisitions, the economies of scale
increase and profitability is enhanced.




2006
Compared to 2005




This is
the first full year of operations for Buckeye Ventures, Inc. as and HVAC
company. Consequently, only limited comparisons can be made between 2006 and
2005. The share exchange merger with WWMPC on March 1, 2006, made Buckeye a
publicly traded company. More importantly, as presented in the Buckeye mission
statement, the film distribution aspects of WWMPC are not part of the Company's
primary line of business. The revenues of WWMPC represented less than .1% of the
total consolidated net revenues for 2006 with no expectations of improved
revenue generation at this time and are not separated from the following
comparisons.





Revenues--Revenues increased
significantly in 2006 from 2005 for two primary reasons. First, twelve months of
HACS were included in 2006 and only five months in 2005. Secondly, effective
October 1, 2006, the revenues of EKIS were included in Buckeye's consolidated
revenues. The effects of the two acquisitions during 2006 is noticeable from the
$4,209,488 increase in revenues in 2006 over 2005.




Cost of Sales--Cost of sales
as a percentage of revenues decreased by 3.5% in 2006 over 2005. Through the
application of Buckeye's business model, greater emphasis is placed on cost
controls such as volume discounts with vendors. Attention is given to every
level of spending, and particularly to the costs associated with the services
provided. Most of the cost savings came in HACS through improved business
relationships with vendors. It is Buckeye's goal to maintain Cost of sales below
58% of net revenues.




24




Gross Profit--Gross profit
increased $1,728,651 for the same reasons as revenues. The truly encouraging
number is the 3.5% increase of Gross Profit in 2006 over 2005. As just
explained, by controlling costs, the Company has greater resources to build the
business. With a target Gross Profit of 42% of net revenues, management feels it
is able to reach profitable operations.




Selling, General and Administrative
Expenses (“SG&A”)--SG&A expenses increased $2,379,117 due
primarily to the longer reporting period in 2006 over 2005 and the acquisition
of EKIS. The increase of SG&A expenses as a percent of revenues is 4.7%.
Marketing expenses, including payroll, advertising and other marketing,
represented approximately 18% of total expenses in 2006. General and
administrative salaries accounted for over 34% of 2006 expenses at $1,272,185
for the year. Professional fees, including legal, accounting and other, made up
about 10.4% of expenses or $355,110. Rent expenses, including facilities,
offices and storage areas, was about 3.3% of expenses or $120,845 in 2006.
Communication expenses, including land and cellular phones, internet and
facsimiles, made up about 2% of the 2006 expenses at $70,244. The cost of
insurance for directors and officers, property, casualty and general was
$160,505 or right at 4.7%. Outside services such as janitors and day labor,
accounted for $32,012 or just less than 1%. As part of the mission of Buckeye,
the CEO and others are required to travel and meet prospective acquisition
candidates. Travel and entertainment expenses for 2006 were $51,364 or about
1.5% of expense. Gas and electric utilities for 2006 were $28,737, just under 1%
of expenses. Waste management represents the cost of disposing of hazardous
materials and was .5% or $19,072 for 2006.




Interest Expense, Net--
Interest expense of $131,535 for 2006 is primarily from various notes payable
related to operations and acquisitions.





Write off of debt costs-- Bad
debt expense accounted for about 1.3% of total expenses in 2006. This $45,789
was an act to cleanup the accounts receivable balances of HACS and EKIS. The
company's policy is to characterize receivables greater than ninety days past
due as uncollectible.




Income Tax Expense-- HACS
paid $10,599 in Massachusetts state income tax for 2006. Buckeye has a NOL carry
forward in excess of $600,000.




Outlook--Buckeye Ventures,
Inc. is focused on acquiring more HVAC businesses in 2007 while taking steps to
blend plumbing and window work with them. Emphasis will also be placed on
identifying and instituting company wide economies of scale at every opportunity
in providing cost saving measures through such areas as better insurance rates,
vehicle purchasing power, equipment orders and employee benefits.




Liquidity
and Capital Resources




For the
twelve months ended December 31, 2006, the Company experienced a net loss of
$(973,966). At December 31, 2006, the Company had $273,976 in cash and no cash
equivalents. The HVAC, Media and Corporate segments incurred expense due to the
share exchange/reverse acquisition.




At December
31, 2006, we had a working capital deficit of approximately ($788,725), compared
to a working capital deficit of approximately ($272,567) at December 31, 2005.
The ratio of current assets to current liabilities was 0.63:1 at December
31, 2006, and 0.80:1 at December 31, 2005. Cash flow used for operations
during 2006 was $710,703.  The Company anticipates that its existing
capital resources may be adequate to satisfy its capital requirements for
the foreseeable future. However, to accomplish its planned future activities, it
will need to acquire additional funds through public or private financings in
the form of debt or equity.




In
accordance with the Securities and Exchange Commission "Regulation D", and
subject to Rule 144 restrictions, the Company issued 2,001,143 shares of its
common stock for cash and 64,616 shares of its common stock for services in the
second quarter ended June 30, 2006.




The
Company's principal liquidity at December 31, 2006 included cash of $273,976 and
$95,058 net accounts receivable. The Company's liquidity position remains
sufficient enough to support on-going general administrative expense, strategic
positioning, and the garnering of contracts and relationships.




Cash Flow-- For the year
ended December 31, 2006, we had negative cash flow from operations of
$(710,703) as compared to a positive cash flow from operations of $46,052 in
2005. This decrease in cash flow resulted primarily from increased operational
commitments to handle acquisitions and implementation of Buckeye's business
model. A Vice President of Operations was added along with a Controller and Vice
President of Finance which involved increases in payroll, payroll taxes,
insurance and travel expenses. With minimal increases in corporate level staff
expected over the next year, the cash flow is anticipated be positive for
2008.




25




Our
business does not require significant amounts of investment in long-term fixed
assets. The substantial majority of the capital used in our business is working
capital that funds our costs of labor and installed equipment deployed in
project work until our customers pay us. Our average job duration generally
allows us to complete the realization of revenue and earnings in cash well
within a few months. Accordingly, we believe cash flow, by encompassing the
company's acquisition efforts, profit margins and the use of working capital
over our approximately three month working capital cycle, is an effective
measure of operating effectiveness and efficiency when considered in light of
the company's business plan for acquisitions and regional growth. Buckeye
anticipates positive cash flows from operations in 2008.




Off-Balance Sheet Arrangements
and Other
Commitments--As is common in our industry, we have entered into certain
off-balance sheet arrangements in the ordinary course of business that result in
risks not directly reflected in our balance sheets. Our most significant
off-balance sheet transactions include liabilities associated with non
cancelable operating leases. We enter into non cancelable operating leases for
many of our facility, vehicle and equipment needs. These leases allow us to
conserve cash by paying a monthly lease rental fee for use of facilities,
vehicles and equipment rather than purchasing them. At the end of the lease, we
have no further obligation to the lessor. If we decide to cancel or terminate a
lease before the end of its term, we would typically owe the lessor the
remaining lease payments under the term of the lease.





The
following recaps the future maturities of our contractual obligations as of
December 31, 2006:




Twelve Months Ended December 31,2007
            
            
            2008
            
            
            2009
            
            
            2010
            
            2011
            
            Thereafter
            
            
            TotalOperating
      lease obligations
            
            $
            136,028
            
            
            $
            100,211
            
            
            $
            91,036
            
            
            $
            7,500
            
            
            
            --
            
            
            
            --
            
            
            $
            334,775




Buckeye
Ventures, Inc. will enter into commitments of capital for items such as capital
expenditures for vehicles, and the strategic acquisitions of HVAC and plumbing
businesses. Regardless, it is reasonable to expect the Company to continue to
maintain excess cash on its balance sheet.




Seasonality
and Cyclicality




The HVAC
industry is subject to seasonal variations. Specifically, the demand for new
installation and replacement is generally lower during the winter months (the
first quarter of the year) due to reduced construction activity during inclement
weather and less use of air conditioning during the colder months. Demand for
HVAC services is generally higher in the second and third calendar quarters due
to increased construction activity and increased use of air conditioning during
the warmer months. The west coast of the United States experiences longer
periods of hot weather than the east coast. The east coast of the United States
experiences longer periods of cold weather than the west coast. Accordingly,
with some regional exceptions, we expect our revenues and operating results
generally will be lower in the first and fourth calendar quarters.




Historically,
the construction industry has been highly cyclical. As a result, our volume of
business may be adversely affected by declines in new installation and
replacement projects in various geographic regions of the United
States.




New
Accounting Pronouncements




SFAS
No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
was issued in August 2001, which is effective for years beginning after December
15, 2001. It supersedes SFAS 121, replaces the accounting and reporting
provisions of APB 30, and amends ARB 51 on consolidated financial statements.
SFAS 144 retains the SFAS 121 requirements to recognize an impairment loss only
if the carrying amount of a long-lived asset is not recoverable from its
undiscounted cash flows, and to measure an impairment loss as the difference
between the carrying amount and the fair value of the asset. Indications of
asset impairment at the lowest level at which independent cash flows can be
identified for specific assets or groups of assets, is the focus of SFAS 144. If
there are indications of impairment, estimates of fair value (usually future
cash flows) are compared to the carrying value of the assets. For the purpose of
SFAS 144, impairment exists when the carrying amount of a long-lived asset
(or asset group) exceeds its fair value. An impairment loss is recognized only
if the carrying amount of a long-lived asset (or asset group) is not recoverable
and exceeds its fair value. If the undiscounted cash flows are less than the
carrying value, then the asset must be written down to fair value.





In
November 2004, the FASB issued Statement of Financial Accounting Standards
No. 151, “Inventory Costs”. This Statement amends the guidance in ARB
No. 43 Chapter 4 Inventory Pricing, to require items such as idle
facility costs, excessive spoilage, double freight and rehandling costs to be
expensed in the current period, regardless if they are abnormal amounts or not.
This Statement became effective for us in the first quarter of 2006. The
adoption of SFAS No. 151 is not expected to have a material impact on our
financial condition, results of operations, or cash flows.




26




ITEM
6B.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




We are
exposed to market risk primarily related to potential adverse changes in
interest rates as discussed below. Management is actively involved in monitoring
exposure to market risk and continues to develop and utilize appropriate risk
management techniques. We are not exposed to any other significant financial
market risks including commodity price risk (except as discussed in
“Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations”), foreign currency exchange risk or interest
rate risks from the use of derivative financial instruments. The Company does
not use derivative financial instruments.




We have
limited exposure to changes in interest rates due to our lack of indebtedness
for borrowed money. We are looking to establish banking relations for all of our
operations through a single banking entity. One benefit of this consolidated
effort will be to establish a line of credit (LOC) to avoid potential future
borrowing requirements for operations and or acquisitions. The Company
anticipates that its existing capital resources may be adequate to satisfy its
capital requirements for the foreseeable future. However, to accomplish its
planned future activities, it will need to acquire additional funds through
public or private financings in the form of debt or equity.




ITEM
7.  FINANCIAL STATEMENTS




27




Part
I.  FINANCIAL INFORMATION




Item
1.  Financial Statements




INDEX
TO FINANCIAL STATEMENTS




Page
            
            
            Sequential
              Page
              NumberBuckeye
      Ventures, Inc.Report
      of Independent Registered Public Accounting Firm
            
            F-2
            
            
            29Consolidated
      Balance Sheets
            
            F-3
            
            
            30Consolidated
      Statements of Operations
            
            F-4
            
            
            31Consolidated
      Statements of Stockholders' Equity
            
            F-5
            
            
            32Consolidated
      Statements of Cash Flows
            
            F-6
            
            
            33Notes
      to Consolidated Financial Statements
            
            F-7
      - F-21
            
            
            34-48




F-1




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of


Buckeye
Ventures, Inc.





I have
audited the accompanying consolidated balance sheets of Buckeye Ventures, Inc.
and subsidiaries (the Company) as of December 31, 2006 and 2005 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year ended December 31, 2006 and for the period June 24, 2005 (inception) to
December 31, 2005. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.





I
conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit 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. I believe that my audit provides a reasonable
basis for my opinion.





In my
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Buckeye Ventures, Inc. and
subsidiaries as of December 31, 2006 and 2005 and the results of their
operations and their cash flows for the year ended December 31, 2006 and for the
period June 24, 2005 (inception) to December 31, 2005, in conformity with
accounting principles generally accepted in the United States.





As
discussed in Note 16 to the consolidated financial statements, the Company
restated its consolidated financial statements for the year ended December 31,
2006.







/s/
      Michael T. Studer CPA
      P.C.




Freeport,
New York


April 12,
2007 (except as to Notes 16 and 17, which is as of February 11,
2008)




F-2




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS




December 31,2006
            
            
            2005ASSETS
            
            (Restated)CURRENT
      ASSETS:Cash
      and cash equivalents
            
            $
            273,976
            
            
            $
            415,762Accounts
      receivable, less allowance for doubtful accounts of $22,515 and $80,000,
      respectively
            
            
            95,058
            
            
            
            178,951Other
      receivables
            
            
            155,755
            
            
            
            17,500Inventories
            
            
            554,837
            
            
            
            377,303Prepaid
      expenses
            
            
            266,426
            
            
            
            91,702Total
      current assets
            
            
            1,346,052
            
            
            
            1,081,218Property
      and equipment, net
            
            
            415,044
            
            
            
            109,615Goodwill
            
            
            2,359,065
            
            
            
            --Intangible
      assets, net
            
            
            82,210
            
            
            
            --Other
      assets, primarily deposits
            
            
            103,473
            
            
            
            87,500Total
      assets
            
            $
            4,305,844
            
            
            $
            1,278,333LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accounts
      payable
            
            $
            711,295
            
            
            $
            330,178Accrued
      expenses
            
            
            593,081
            
            
            
            324,362Current
      portion of notes payable
            
            
            637,500
            
            
            
            269,226Customer
      deposits and deferred revenue
            
            
            192,901
            
            
            
            25,019Conditional
      Stock subscription receipts
            
            
            --
            
            
            
            405,000Total
      current liabilities
            
            
            2,134,777
            
            
            
            1,353,785LONG-TERM
      DEBT, NET OF CURRENT MATURITIESNotes
      payable, net of current portion
            
            
            2,169,148
            
            
            
            46,390Notes
      payable, related parties, net of current portion
            
            
            24,144
            
            
            
            --Total
      long-term liabilities
            
            
            2,193,292
            
            
            
            46,390Total
      liabilities
            
            
            4,328,069
            
            
            
            1,400,175Commitments
      and contingencies
            
            
            --
            
            
            
            --STOCKHOLDERS'
      EQUITY:Preferred
      stock, authorized 1,000,000 shares:
              $.01
      par value, 975,086 and 796,869 shares issued and outstanding,
      respectively
            
            
            9,751
            
            
            
            7,969$10.00
      par value, 23,000 and -0- shares issued and outstanding,
      respectively
            
            
            230,000
            
            
            
            --Common
      stock, authorized 100,000,000 shares, $.001 par value; 98,548,618 and
      79,792,001 shares issued and outstanding, respectively
            
            
            98,549
            
            
            
            79,792Additional
      paid-in capital
            
            
            856,207
            
            
            
            (12,761
            )Accumulated
      deficit
            
            
            (1,216,732
            )
            
            
            (196,842
            )Total
      stockholders' equity
            
            
            (22,225
            )
            
            
            (121,842
            )Total
      liabilities and stockholders' equity
            
            $
            4,305,844
            
            
            $
            1,278,333




The
accompanying notes are an integral part of these consolidated financial
statements.




F-3





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS




Period
              June
      24, 2005
              (Inception)
      to
              December 31,
      2005
            
            
            Year Ended
              December 31,
      2006Revenues,
      net
            
            $
            2,064,197
            
            
            $
            6,273,685Cost
      of services
            
            
            1,328,906
            
            
            
            3,809,743Gross
      profit
            
            
            735,291
            
            
            
            2,463,942Selling,
      general and administrative expenses
            
            
            1,022,799
            
            
            
            3,401,916Operating
      income (loss)
            
            
            (287,508
            )
            
            
            (
      937,974
            )Other
      income (expense)Interest
      income
            
            
            --
            
            
            
            3,956Other
      income
            
            
            --
            
            
            
            56,262Interest
      expense
            
            
            (13,508
            )
            
            
            (131,535
            )Total
      other income (expense)
            
            
            (13,508
            )
            
            
            (71,317
            )Income
      (Loss) before income taxes
            
            
            (301,016
            )
            
            
            (1,009,291
            )Income
      tax expense
            
            
            10,358
            
            
            
            10,599Income
      (Loss) from continuing operations and before extraordinary
      item
            
            
            (311,374
            )
            
            
            (1,019,890
            )Extraordinary
      item from acquisition of Heating & Air Conditioning Services,
      Inc.
            
            
            114,532
            
            
            
            --Net
      Income (Loss)
            
            $
            (196,842
            )
            
            $
            (1,019,890
            )Income
      (Loss) per share: Basic and diluted
            
            $
            (.00
            )
            
            $
            (.01
            )Shares
      used in computing income (loss) per share:Basic
            
            
            79,792,001
            
            
            
            95,678,737Diluted
            
            
            79,792,001
            
            
            
            95,678,737




The
accompanying notes are an integral part of these consolidated financial
statements.




F-4




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY


For
The Year Ended December 31, 2006 and for the Period June 24, 2005 (Inception) to
December 31, 2005




AdditionalPreferred Stock
            
            
            Common Stock
            
            
            Paid-In
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            TotalIssuance
      of stock for services
            
            
            796,869
            
            
            $
            7,969
            
            
            
            79,792,001
            
            
            $
            79,792
            
            
            $
            (12,761
            )
            
            $
            --
            
            
            $
            75,000Net
      loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (196,842
            )
            
            
            (196,842
            )Balance
      at December 31, 2005
            
            
            796,869
            
            
            
            7,969
            
            
            
            79,792,001
            
            
            
            79,792
            
            
            
            (12,761
            )
            
            
            (196,842
            )
            
            
            (121,842
            )Restated:Issuance
      of Stock:Share
      exchange reverse acquisition of World Wide Motion Pictures Corporation,
      effective March 1, 2006
            
            
            201,217
            
            
            
            231,782
            
            
            
            18,670,858
            
            
            
            18,671
            
            
            
            (44,900
            )
            
            
            --
            
            
            
            205,553Conditional
      stock subscription receipts reversed as a result of delivery of common
      stock by related parties
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            375,000
            
            
            
            --
            
            
            
            375,000Delivery
      of common stock of related parties to general manager of
    HACS
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            18,000
            
            
            
            --
            
            
            
            18,000Delivery
      of common stock of related parties to lender
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            12,000
            
            
            
            --
            
            
            
            12,000Sale
      of common stock of related parties for cash
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            495,000
            
            
            
            --
            
            
            
            495,000Common
      stock issued for cash
            
            
            --
            
            
            
            --
            
            
            
            21,143
            
            
            
            21
            
            
            
            6,179
            
            
            
            --
            
            
            
            6,200Common
      stock issued for services
            
            
            --
            
            
            
            --
            
            
            
            64,616
            
            
            
            65
            
            
            
            7,689
            
            
            
            --
            
            
            
            7,754Net
      loss
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            --
            
            
            
            (1,019,890
            )
            
            
            (1,019,890
            )Balance
      at December 31, 2006
            
            
            998,086
            
            
            $
            239,751
            
            
            
            98,548,618
            
            
            $
            98,549
            
            
            $
            (856,207
            )
            
            $
            (1,216,732
            )
            
            $
            (22,225
            )




The
accompanying notes are an integral part of these consolidated financial
statements.




F-5




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS




June
      24, 2005
              (Inception)
      to
              December 31,
      2005
            
            
            Year Ended
              December 31,
      2006CASH
      FLOWS FROM OPERATING ACTIVITIES:
            
            
            
            
            (Restated)Net
      income (loss)
            
            $
            (196,842
            )
            
            $
            (1,019,890
            )Adjustments
      to reconcile net income (loss) to net cash provided by
      operating activities--Extraordinary
      item
            
            
            (114,532
            )
            
            
            --Stock
      compensation expense
            
            
            75,000
            
            
            
            37,754Depreciation
      and amortization expense
            
            
            10,118
            
            
            
            63,635Changes
      in operating assets and liabilities, net of effects of
      acquisitionsReceivables,
      net
            
            
            34,061
            
            
            
            170,843Inventories
            
            
            102,969
            
            
            
            (94,944
            )Prepaid
      expenses and other current assets
            
            
            (61,250
            )
            
            
            (76,623
            )Accounts
      payable
            
            
            6,132
            
            
            
            (121,260
            )Accrued
      expenses
            
            
            215,823
            
            
            
            175,097Customer
      deposits and deferred revenue
            
            
            (25,427
            )
            
            
            154,685Net
      cash provided by (used in) operating activities
            
            
            46,052
            
            
            
            (710,703
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of property and equipment
            
            
            (119,733
            )
            
            
            (154,840
            )Proceeds
      from acquisition
            
            
            (126,173
            )
            
            
            181,326Purchase
      of other assets
            
            
            (87,500
            )
            
            
            (56,790
            )Net
      cash (used in) provided by investing activities
            
            
            (333,406
            )
            
            
            (30,304
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Increase
      (decrease) in notes payable
            
            
            315,616
            
            
            
            48,021Proceeds
      from conditional stock subscription
            
            
            387,500
            
            
            
            50,000Proceeds
      from sales of common stock
            
            
            --
            
            
            
            501,200Net
      cash provided by financing activities
            
            
            703,116
            
            
            
            599,221NET
      INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            415,762
            
            
            
            (141,786
            )CASH
      AND CASH EQUIVALENTS, at June 24, 2005 and beginning of
    year
            
            
            --
            
            
            
            415,762CASH
      AND CASH EQUIVALENTS, end of year
            
            $
            415,762
            
            
            $
            273,976Supplemental
      disclosures of cash flow information:Interest
      paid
            
            $
            226
            
            
            $
            115,618Income
      taxes paid
            
            
            --
            
            
            
            10,599Non-cash
      investing and financing activities:Reverse
      acquisition of World Wide Motion Pictures Corporation for
      stock
            
            
            --
            
            
            
            205,553Acquisition
      of Energy King, Inc. for notes payable (excluding $1,900,000 contingent
      consideration)
            
            $
            --
            
            
            $
            2,000,000




The
accompanying notes are an integral part of these consolidated financial
statements.




F-6




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


December 31,
2006




NOTE
– 1 BUSINESS AND ORGANIZATION




Buckeye
Ventures, Inc. ("BEYV") was incorporated in Michigan under the name World Wide
Motion Pictures Corporation ("WWMO") on December 9, 1980. Pursuant to a Share
Exchange Agreement dated October 14, 2005 (which closed February 22, 2006
effective March 1, 2006), BEYV (then known as WWMO) acquired Buckeye Ventures,
Inc. ("BVI") in a "reverse acquisition" transaction (see note 4) and accordingly
the name was changed from WWMO to BEYV in April 2006. BEYV and collectively with
its subsidiaries, the “Company”, is a national provider of comprehensive
heating, ventilation and air conditioning (“HVAC”) installation, maintenance,
repair and replacement services within the mechanical services industry. The
Company operates primarily in the residential HVAC markets.




BVI was
incorporated in Nevada on June 24, 2005 for the purpose of acquiring and
operating businesses in the heating, ventilation and air conditioning ("HVAC")
and plumbing service industries. On September 22, 2005 (effective July 31,
2005), BVI acquired its first HVAC subsidiary (see note 5).




The Share
Exchange Agreement provided for the transfer of the assets and operations of
WWMO to a WWMO subsidiary, World Wide Entertainment, whose name was subsequently
changed to World Wide Motion Pictures Corporation ("WWMPC"). WWMPC and its media
subsidiaries acquire, produce, finance, develop and distribute motion picture
and television properties and render consulting services to the entertainment
industry.




NOTE
– 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Principles
of consolidation




The
accompanying consolidated financial statements include the accounts of Buckeye
Ventures, Inc. and its wholly-owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated in consolidation.





Cash
and cash equivalents




For
purposes of the consolidated financial statements, the Company considers all
liquid instruments purchased with original maturities of three months or less to
be cash equivalents.





Accounts
receivable




The
Company provides an allowance for uncollectible trade receivable balances for
all specific account balances that are considered uncollectible. The Company
performs ongoing credit evaluations of its customers and generally does not
require collateral. An appropriate allowance for doubtful accounts is
included in accounts receivable. Concentrations of credit risk with respect to
accounts receivable are limited due to the nature of the Company's
receivables.





Accounting
for Allowance for Doubtful Accounts




We are
required to estimate the collectibility of accounts receivable and provide an
allowance for doubtful accounts for receivable amounts we believe we will not
ultimately collect. This requires us to make certain judgments and estimates
involving, among others, the creditworthiness of the customer, our prior
collection history with the customer, ongoing relationships with the customer,
the aging of past due balances, our lien rights, if any, in the property where
we performed the work, and the availability, if any, of payment bonds applicable
to our contract. These estimates are re-evaluated and adjusted as additional
information is received.




Inventory




Inventories
consist of parts and supplies that the Company purchases and holds for use in
the ordinary course of business and are stated at the lower of cost or market
using the first-in, first-out method.




Property
and Equipment




Property
and equipment are stated at cost, and depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the expected life
of the lease or the estimated useful life of the asset. Assets are depreciated
over the following estimated useful lives:




F-7




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006





Computer
      and equipment
            3
      to 7 yearsFurniture
      and fixtures
            3
      to 7 yearsVehicles
            3
      to 5 yearsLeasehold
      Improvements
            7
      to 10 years





Expenditures
for repairs and maintenance are charged to expense when incurred. Expenditures
for major renewals and betterments, which extend the useful lives of existing
equipment, are capitalized and depreciated over the remaining useful life of the
equipment. Upon retirement or disposition of property and equipment, the cost
and related accumulated depreciation are removed from the accounts and any
resulting gain or loss is recognized in “Loss (gain) on sale of assets” in the
statement of operations.




Goodwill




Goodwill
represents the excess of the aggregate purchase price paid by the Company in
acquisitions over the fair value of the net tangible and intangible assets
acquired.




Long-Lived
Assets




Long-lived
assets are comprised principally of goodwill, property and equipment, and
deferred income tax assets. The Company periodically evaluates whether events
and circumstances have occurred that indicate that the remaining balances of
these assets may not be recoverable. The Company uses estimates of future income
from operations and cash flows, as well as other economic and business factors,
to assess the recoverability of these assets. If the sum of the expected
undiscounted cash flows is less than the carrying value of the related asset or
group of assets, a loss is recognized for the difference between the fair value
and carrying value of the asset or group of assets. Such analyses necessarily
involve significant judgment.




Revenue
recognition and deferred revenue




The
Company recognizes revenue when risk of loss and title to the product is
transferred to the customer, which occurs at installation. Shipping and handling
fees are included in sales. Payments received for uninstalled products are
deferred until installation and are included in customer deposits and deferred
revenues.




Shipping
and handling fees




Shipping
and handling costs billed to customers are included in sales and the related
costs are included in cost of goods sold.  Shipping and handling costs are
charged to expense as incurred. Total shipping and handling costs of $4,460
were recorded for the year ended December 31, 2006.





Concentration
of suppliers




The
Company has a wide array of vendors to purchase products from. Interruption in
the Company's supply sources would not impact the Company's ability to meet
customer demand or adversely affect future operating results.





Warranty
Costs




The
Company typically warrants labor for the first year after installation on new
HVAC systems. The Company generally warrants labor for 30 days after servicing
of existing HVAC systems. A reserve for warranty costs is estimated and recorded
based upon the historical level of warranty claims and management's estimate of
future costs.




Earnings
(loss) per share




Basic
earnings (loss) per common share (EPS) are based on the weighted average number
of common shares outstanding during each period. Diluted earnings per common
share are based on shares outstanding (computed as under basic EPS) and
potentially dilutive common shares. As of December 31, 2006 and 2005, the
Company had notes payable with convertible opportunities after specified periods
of time into shares of common stock, They are potentially dilutive common shares
but are not included in the computation of diluted loss per share because their
inclusion would have been anti-dilutive.




F-8




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




Comprehensive
income (loss)




The
Company has no items of other comprehensive income (loss) for the years ended
December 31, 2006 and 2005.





Income
Taxes




The
Company accounts for income taxes under the asset and liability method. Under
this method, deferred tax assets and liabilities are recognized and measured
using enacted tax rates at the balance sheet date. Deferred tax expense or
benefit is the result of changes in deferred tax assets and liabilities.
Valuation allowances are established when necessary to reduce net deferred taxes
to amounts that are more likely than not to be realized.





The
Company files a consolidated return for federal income tax purposes. Income
taxes are provided for under the liability method in accordance with SFAS
No. 109, “Accounting for Income Taxes,” which takes into account
differences between financial statement treatment and tax treatment
of certain transactions. Deferred tax assets represent the tax effect of
activity that has been reflected in the financial statements but which will not
be deductible for tax purposes until future periods. Deferred tax liabilities
represent the tax effect of activity that has been reflected in the
financial statements but which will not be taxable until future
periods.




The
Company regularly evaluates valuation allowances established for deferred tax
assets for which future realization is uncertain. The Company performs this
evaluation each quarter. Estimations of required valuation allowances include
estimates of future taxable income. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which the activity underlying these assets becomes deductible.
The Company considers projected future taxable income and tax planning
strategies in making this assessment. If actual future taxable income differs
from the estimates, the Company may not realize deferred tax assets to the
extent it has estimated.




Advertising




Advertising
costs are charged to expense as incurred. Advertising costs are included in
selling, general, and administrative expenses on the accompanying consolidated
statements of operations and totaled $552,718 for the year ended December 31,
2006.




Fair
value of financial instruments




The
carrying value of the Company's cash and cash equivalents, accounts receivable,
accounts payable, accrued expenses, and notes payable approximate fair values
due to the short-term maturity of the instruments. The carrying value of
long-term obligations approximates the fair value based on the effective
interest rates compared to current market rates.





Recently
issued accounting pronouncements




In
September 2006, the FASB finalized SFAS No. 157, "Fair Value Measurements" which
will become effective in 2008. This Statement defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements; however, it does not require any new fair value measurements. The
provisions of SFAS No. 157 will be applied prospectively to fair value
measurements and disclosures in the company's Consolidated Financial Statements
beginning in the first quarter of 2008.




In
September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, codified
as SAB Topic 1.N, "Considering the Effects of Prior Year Misstatements When
Quantifying Misstatements in Current Year Financial Statements." SAB No. 108
describes the approach that should be used to quantify the materiality of a
misstatement and provides guidance for correcting prior year errors. The company
early adopted SAB No. 108 in the third quarter of 2006 and accordingly, follows
SAB No. 108 requirements when quantifying financial statement misstatements. The
adoption of SAB No. 108 did not result in corrections of the company's
Consolidated Financial Statements.




In July
2006, the FASB released FASB Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes, an Interpretation of FASB Statement No. 109" (FIN 48). FIN 48
clarifies the accounting and reporting for uncertainties in income tax law. This
Interpretation prescribes a comprehensive model for the financial statement
recognition, measurement, presentation and disclosure of uncertain tax positions
taken or expected to be taken in income tax returns. The company will adopt this
Interpretation in the first quarter of 2007. The cumulative effects, if any, of
applying this Interpretation will be recorded as an adjustment to Retained
earnings, Goodwill, or Accumulated Gains and (Losses) not Affecting Retained
Earnings, as appropriate, as of the beginning of the period of adoption. The
company has commenced the process of evaluating the expected effect of
FIN 48 on its Consolidated Financial Statements and does not presently
expect a material impact upon adoption.





Segment
Disclosure




Buckeye's
activities are within residential market of the mechanical services industry,
which is the prominent industry segment served by the Company.




F-9




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




Use
of Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions by
management in determining the reported amounts of assets and liabilities,
revenues and expenses, and disclosures regarding contingent assets and
liabilities. Actual results could differ from those estimates. The most
significant estimates used in the Company's financial statements affect revenue
and cost recognition, the allowance for doubtful accounts, self-insurance
accruals, deferred tax assets, warranty accruals, and the quantification of fair
value for reporting units in connection with the Company's goodwill and other
long-lived asset impairment testing.




Concentrations
of Credit Risk




The
Company provides services in a broad range of geographic regions. The Company's
credit risk primarily consists of receivables from a variety of customers
including general contractors, property owners and developers, and commercial
and industrial companies. The Company regularly reviews its accounts receivable
and estimates an allowance for uncollectible amounts. The Company has a diverse
customer base, with no single customer accounting for more than 1% of
consolidated 2006 revenues.




Reclassifications




Certain
reclassifications have been made in prior period financial statements to conform
to current period presentation. These reclassifications have not resulted in any
changes to previously reported net income for any periods.




NOTE
– 3 INVENTORY




Inventory
consists of the following as of:




December
      31, 2006
            
            
            December
      31, 2005Raw
      materials
            
            $
            3,173
            
            
            $
            --Work
      in progress
            
            
            --
            
            
            
            --Finished
      goods
            
            
            551,664
            
            
            
            377,303$
            554,837
            
            
            $
            377,303




NOTE
– 4 SHARE EXCHANGE REVERSE ACQUISITION




On
February 22, 2006, effective March 1, 2006, the Share Exchange Agreement between
WWMO, BVI, and BVI's two stockholders closed. As a result of the exchange, BVI
became a wholly owned subsidiary of WWMO and BVI's two stockholders increased
their ownership of WWMO to 79,792,001 shares of common stock and 796,869 shares
of preferred stock, representing 81% of WWMO's outstanding common stock and
preferred stock after the exchange. Also, BVI's two stockholders were elected as
directors and appointed as officers of WWMO. Accordingly, BVI has been
considered the acquirer for accounting purposes and "reverse acquisition"
accounting has been used in the accompanying consolidated financial statements.
Since WWMPO had nominal assets and operations, the Share Exchange has been
treated as a capital transaction and recapitalization by the accounting acquirer
(BVI) and no goodwill has been recorded.




The
identifiable net assets of WWMO at March 1, 2006 (effective date of the Share
Exchange) consisted of:




Cash
      and cash equivalents
            
            $
            98,382Other
      receivable
            
            
            1,500Motion
      picture and television properties
            
            
            100,000Equipment
            
            
            34,276Total
      assets
            
            
            234,158Notes
      payable
            
            
            23,954Accounts
      payable
            
            
            4,651Total
      liabilities
            
            
            28,605Identifiable
      net assets
            
            $
            205,553




F-10




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




The
operating results of WWMPC have been included in the accompanying consolidated
financial statements from March 1, 2006 (effective date of the Share Exchange).
Had the acquisition occurred January 1, 2006, pro forma net sales, net loss, and
diluted loss per share for the years ended December 31, 2006 would be
$7,719,884, $(1,024,384), and $(.01), respectively. The pro forma information is
not necessarily indicative of the results that would have been reported had the
acquisition actually occurred on January 1, 2006, nor is it intended to project
results of operations for any future period.





NOTE – 5
ACQUISITIONS




HEATING
& AIR CONDITIONING SERVICES, INC.




On
September 22, 2005, effective July 31, 2005, BVI acquired 100% of the
outstanding stock of Heating & Air Conditioning Services, Inc. ("HACS") for
$200,000 cash. HACS, a Delaware corporation incorporated on October 9, 2001,
services and installs heating, cooling, and indoor air quality systems for
primarily residential customers located in the Brockton, Massachusetts
area.




The
identifiable net assets of HACS at July 31, 2005 (effective date of the
acquisition) consisted of:





Cash
      and cash equivalents
            
            $
            73,827Accounts
      receivable, net
            
            
            213,012Inventory
            
            
            480,272Prepaid
      expenses and other current assets
            
            
            30,452Property
      and equipment, net
            
            
            41,030Accounts
      payable
            
            
            (324,046
            )Accrued
      expenses payable
            
            
            (108,539
            )Customer
      deposits and deferred revenue
            
            
            (50,446
            )Identifiable
      net assets
            
            $
            355,562




The
negative goodwill of $155,562 (excess of the $355,562 identifiable net assets of
HACS over its $200,000 purchase price) was recorded in July 2005 as a $41,030
reduction in property and equipment, net and a $114,532 extraordinary
gain.





ENERGY
KING, INC.




On
September 28, 2006, effective September 30, 2006, BVI acquired 100% of the
outstanding stock of Energy King, Inc. ("EKI") for $3,900,000 in notes payable
with no cash consideration. EKI, a California corporation incorporated on
February 3, 1988 as I. T. E. S. Service Corp, and changed its name to Energy
King in December 2005 services and installs heating, cooling, and indoor air
quality systems for primarily residential customers located in the Sacramento,
California area.





The
purchase price is subject to a Purchase Price Adjustment Amount reduction (not
to exceed $1,900,000) equal to 5 times the EBIT (income before interest income,
extraordinary gains, gains from the sale of assets other than inventory sold in
the ordinary course of business, interest expense, and income taxes) Deficit
(amount less than the $700,000 EBIT target) for the year ending December 31,
2007 (the First Measurement Period), or if elected by the EKI Stockholders’
Representative, for the year ending December 31, 2008 (the Second Measurement
Period). In accordance with SFAS No. 141, the $1,900,000 “contingent
consideration” portion of the $3,900,000 total purchase price has not been
included in the recorded cost of the acquisition or the recorded notes payable.
When the contingency is resolved, the Company will increase goodwill and notes
payable to the extent that the $1,900,000 “contingent consideration” exceeds 5
times the EBIT Deficit, if any.




The
identifiable net assets of EKI at September 30, 2006 (effective date of the
acquisition) consisted of:




Cash
      and cash equivalents
            
            $
            82,944Accounts
      receivable, net
            
            
            219,446Other
      receivables
            
            
            4,259Inventory
            
            
            82,590Prepaid
      expenses and other current assets
            
            
            82,177Property
      and equipment, net
            
            
            78,490Intangible
      assets, net
            
            
            83,668Other
      assets
            
            $
            55,107




F-11




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




Accounts
      payable
            
            $
            (497,726
            )Accrued
      expenses payable
            
            
            (93,622
            )Customer
      deposits and deferred revenue
            
            
            (13,197
            )Debt
            
            
            (443,201
            )Identifiable
      net assets
            
            $
            (359,065
            )




Goodwill
of $2,359,065 (excess of the $2,000,000 purchase price, excluding the $1,900,000
contingent consideration, over the identifiable net assets of EKI) was recorded
in September 2006.





Two notes
payable were executed in effecting the acquisition of EKI. Following is a
summary of the terms of each note.





Promissory
Note payable to Varin Larson and Deanna Larson in the amount of $2,925,000 with
interest payable at 5% commencing with acquisition. A $1,500,000 portion is
convertible after November 15, 2006 and before the maturity date of September
30, 2008 or September 30, 2009 as provided for through extension. If the shares
are converted prior to December 31, 2007, they carry a conversion rate of
one share of stock for each $.25 in principal amount of the note. If
converted on or after January 1, 2008, such conversion is at $.35. The interest
on the conversion portion is accrued and payable at any time up to maturity date
and may be pad in common stock at the Company's election. The note may be paid
by the Company in part or in full at anytime without penalty. The note holder is
indemnified against any actions taken by the Company which would otherwise
reduce the initial share value adjusted for any repayments up to that
action.




Promissory
Note payable to Alan Hardwick in the amount of $975,000 with interest payable at
5% commencing with acquisition. A $500,000 portion is convertible after November
15, 2006 and before the maturity date of September 30, 2008 or September 30,
2009 as provided for through extension. If the shares are converted prior to
December 31, 2007, they carry a conversion rate of one share of stock for each
$.25 in principal amount f the note. If converted on or after January 1, 2008,
such conversion is it $.35. The interest on the conversion portion is accrued
and payable at any time up to maturity date and may be pad in common stock at
the Company's election. The note may be paid by the Company in part or in full
at anytime without penalty. The note holder is indemnified against any
actions taken by the Company which would otherwise reduce the initial share
value adjusted for any repayments up to that action.





The
operating results of EKI have been included in the accompanying consolidated
financial statements from September 30, 2006 (effective date of the
Acquisition). Had the acquisition occurred January 1, 2006, pro forma net sales,
net loss, and diluted loss per share for the years ended December 31, 2006 would
be $9,165,802, $(703,360), and $(.007), respectively. The pro forma information
is not necessarily indicative of the results that would have been reported had
the acquisition actually occurred on January 1, 2006, nor is it intended to
project results of operations for any future period.





The
operating results of both WWMPC and EKI have not been included in the
accompanying consolidated financial statements for the full years ended December
31, 2006 due to the related effective date of the Share Exchange and
Acquisition. Had the share exchange and acquisition actions occurred January 1,
2006, pro forma net sales, net loss, and diluted loss per share for the years
ended December 31, 2006 would be $9,166,037, $(753,778), and $(.007),
respectively. The pro forma information is not necessarily indicative of the
results that would have been reported had the acquisition actually occurred on
January 1, 2006, nor is it intended to project results of operations for any
future period.





NOTE – 6 PROPERTY AND
EQUIPMENT





Property
and equipment consists of:





December
      31, 2006
            
            
            December
      31, 2005Computers
      and equipment
            
            $
            165,438
            
            
            $
            1,241Vehicles
            
            
            259,574
            
            
            
            52,654Leasehold
      improvements
            
            
            126,792
            
            
            
            65,838Motion
      picture and television properties
            
            
            100,000
            
            
            
            --Total
            
            
            651,804
            
            
            
            119,733Accumulated
      depreciation and amortization
            
            
            (236,760
            )
            
            
            (10,118
            )Property
      and equipment, net
            
            $
            415,044
            
            
            $
            109,615




Depreciation
expense for the years ended December 31, 2006 and 2005 was $62,117 and $10,118,
respectively.




F-12




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




NOTE – 7 OTHER LONG LIVED
ASSETS





Motion
Picture and Television Properties





Motion
picture and television properties consist of films and television programs
acquired by WWMPC. The majority of WWMPC's motion picture and television
properties were acquired from third parties in exchange for WWMO Common Stock
and WWMO Preferred Stock. The $6,260,550 initial estimated fair value of
the properties at March 1, 2006 (effective date of the Share Exchange) was
subsequently independently valued and reduced to $100,000. In conjunction with
an independent valuation of the motion picture and television properties, the
estimated fair value at March 1, 2006 was determined according to SFAS
No. 144,Accounting for the
Impairment or Disposal of Long-Lived Assets  and SFAS
No. 139,Accounting by Producers
or Distributors of Films  by using future cash flows of the
respective properties based on historical results and managements' estimates of
future net revenues. Actual future revenues from the properties may differ
materially from such estimates as a result of many factors, including the amount
of capital available to effectively exploit the properties.




NOTE
– 8GOODWILL




In most
businesses the Company has acquired, the value paid to buy the business was
greater than the value of specifically identifiable net assets in the business.
Under generally accepted accounting principles, this excess is termed goodwill
and is recognized as an asset at the time the business is acquired. It is
generally expected that future net earnings from an acquired business will
exceed the goodwill asset recognized at the time the business is bought. Under
previous generally accepted accounting principles, goodwill was required to be
amortized, or regularly charged to the Company's operating results in its
statement of operations.




SFAS
No. 142, “Goodwill and Other Intangible Assets” requires companies to
assess goodwill asset amounts for impairment each year, and more frequently if
circumstances suggest an impairment may have occurred. Impairment must be
reflected when the value of a given business unit in excess of its tangible net
assets falls below the goodwill asset balance carried for that unit on the
Company's books. If other business units have had increases in the value of
their respective goodwill balances, such increases may not be recorded under
SFAS No. 142. Accordingly, such increases may not be netted against
impairments at other business units.




The
Company currently performs its annual impairment testing as of December 31
and any impairment charges resulting from this process are reported in the
fourth quarter. The Company segregated its operations into reporting units based
on the degree of operating and financial independence of each unit and the
Company's related management of them. These reporting units are tested for
impairment by comparing the unit's fair value to its carrying value. The fair
value of each reporting unit was estimated using a discounted cash flow model
combined with market valuation approaches. Significant estimates and assumptions
are used in assessing the fair value of reporting units. These estimates and
assumptions involved future cash flows, growth rates, discount rates, weighted
average cost of capital and estimates of market valuations for each of the
reporting units.




The
Company has not recorded goodwill impairment charges for the years ended
December 31, 2006 or 2005.




The
changes in the carrying amount of goodwill for the year ended December 31,
2006 is as follows:




Goodwill
      balance as of December 31, 2005
            
            $
            --Goodwill
      related to share exchange with WWMP (see note 4)
            
            
            -Goodwill
      related to acquisition of EKI (see note 5)
            
            
            2,359,065Impairment
      adjustment
            
            
            --Goodwill
      balance as of December 31, 2006
            
            $
            2,359,065




F-13




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




NOTE – 9 NOTES PAYABLE AND LONG-TERM
DEBT





Notes
payable consist of:





December
      31,2006
            
            
            2005Buckeye
      Ventures, Inc., note payable to Pedersen Family Trust at 5% interest for5
      months, payable in monthly installments of principal and interest of
      $50,000, through February, 2007.
            
            $
            130,215
            
            
            $
            -Buckeye
      Ventures, Inc. note payable to investor at 24% interest with principal and
      accrued interest due by December 31, 2007, secured by certain corporate
      assets.
            
            
            162,530
            
            
            
            200,000Buckeye
      Ventures, Inc. note payable through acquisition to investor at 5.00%
      interest with interest payments beginning October 1, 2006 with all
      principal and accrued interest due by September 30, 2009, secured by
      certain corporate assets (less $1,425,000 contingent
      consideration).
            
            
            1,500,000
            
            
            
            -Buckeye
      Ventures, Inc. note payable through acquisition to investor at 5.00%
      interest with interest payments beginning October 1, 2006 with all
      principal and accrued interest due by September 30, 2009, secured by
      certain corporate assets (less $475,000 contingent
      consideration).
            
            
            500,000
            
            
            
            -Buckeye
      Ventures, Inc. multiple twelve month notes payable to investor at 10% on
      loans from October 17, 2006 through December 8, 2006 maturing in October
      and December 2007.
            
            
            150,000
            
            
            
            -Buckeye
      Ventures, Inc. twelve month note payable to investor at 12% on loan from
      October 31, 2006 maturing October 31, 2007.
            
            
            100,000
            
            
            
            -HACS
      note payable to seller of HACS (repaid in 2006).
            
            
            -
            
            
            
            60,000HACS
      note payable at 9.55% interest with principal and interest payments of
      $596 through November 7, 2010, secured by truck vehicle.
            
            
            23,290
            
            
            
            27,970HACS
      note payable at 9.39% interest in monthly installments of principal of
      $579 through December 12, 2010, secured by truck vehicle.
            
            
            23,100
            
            
            
            27,646HACS
      note payable at 10.95% interest in monthly installments of principal and
      interest of $349 through July 4, 2011, secured by truck
      vehicle.
            
            
            14,966
            
            
            
            -HACS
      note payable at 9.49% interest in monthly installments of principal and
      interest of $472 through August 9, 2011, secured by truck
      vehicle.
            
            
            21,193
            
            
            
            -HACS
      note payable at 9.49% interest in monthly installments of principal and
      interest of $404 through August 29, 2011, secured by truck
      vehicle.
            
            
            18,171
            
            
            
            -EKI
      note payable to related party at 5.00% interest for 24 months, beginning
      Oct 1, 2006, with a balloon payment of $ 36,398.29 principle + 3,819.70
      interest (24 months interest), payable in monthly installments of
      principal and interest of $0.
            
            
            38,921
            
            
            
            -EKI
      note payable to Tri-County Bank at 9.05% interest for 55 months payable in
      monthly installments of principal and interest of $831.25 through January
      19, 2011, secured by truck vehicle.
            
            
            33,648
            
            
            
            -EKI
      note payable to River City Bank at 4.87% interest for 60 months payable in
      monthly installments of principal and interest of $350.32 through November
      2010, secured by truck vehicle.
            
            
            14,968
            
            
            
            -EKI
      note payable to the California Department of Toxic Substances Control in
      settlement of legal action.
            
            
            12,561
            
            
            
            -EKI
      note payable to the California Air Resources Board in settlement of legal
      action.
            
            
            9,648
            
            
            
            -EKI
      note payable to the Sacramento County District Attorney's Office in
      settlement of legal action.
            
            
            55,990
            
            
            
            -WWMPC
      payable to bank under revolving line of credit, interest at 8%, due in
      monthly installments of principal and interest, secured by personal
      guarantees of WWMPC officers.
            
            
            4,591
            
            
            
            -WWMPC
      note payable to related party, interest at 0% interest, due on
      demand.
            
            
            17,000
            
            
            
            -2,830,792
            
            
            
            315,616Less
      current portion
            
            
            (637,500
            )
            
            
            (269,226
            )Long-term
      debt
            
            $
            2,193,292
            
            
            $
            46,390




F-14




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




NOTE
– 10 ACCRUED EXPENSES PAYABLE





Accrued
expenses payable consisted of:




December
      31, 2006
            
            
            December
      31, 2005Compensation
      of officers
            
            $
            225,000
            
            
            $
            200,000Other
      compensation, payroll taxes and withholdings
            
            
            142,698
            
            
            
            53,056Interest
            
            
            71,645
            
            
            
            13,282State
      income tax
            
            
            ---
            
            
            
            10,358Warranty
      reserve
            
            
            66,582
            
            
            
            36,583Other
            
            
            87,156
            
            
            
            11,083Total
            
            $
            593,081
            
            
            $
            324,362




NOTE
– 11 EMPLOYEE BENEFIT PLANS




Buckeye's
wholly owned subsidiary, Energy King, Inc., provides a qualified deferred
arrangement 401(k) plan whereby employees may contribute up to 25% of gross
compensation to the plan. The Company matches employee contributions up to 4% of
the employees' wages. The plan also allows the Company to make optional
non-elective contributions into the plan for those employees that have worked
over 500 hours and are employed at the end of the plan year. For the three
months ended December 31, 2006, Energy King contribution to the plan (which was
expensed when incurred) was $7,678. A similar plan is currently being
reviewed for adoption among all subsidiaries of Buckeye Ventures, Inc. with an
anticipated availability to employees by the end of 2007.




NOTE – 12 PREFERRED STOCK




From 1988
to 2003, WWMO issued different series of preferred stock, some $.01 par value
and some $10.00 par value, to acquire motion picture and television properties
and to compensate for services. The preferred stock ranks senior to the common
stock in respect of dividends and liquidation rights. Shares of preferred stock
are nonvoting and are not entitled to mandatory dividends. Some series of
preferred stock are convertible into common stock; other series are
not.




F-15




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006





On
February 22, 2006, effective March 1, 2006 and pursuant to the Share Exchange
Agreement, WWMO issued 796,869 shares of preferred stock, $.01 par value,
designated Series 06-W, to BVI's two stockholders.





At
December 31, 2006, preferred stock consisted of:




Series
            
            Number
      of Shares of
              Preferred
      Stock
            
            Number
      of Shares of
              Common
      Stock
              Convertible
      Into$.01
      Par Value:89-B
            
            717
            
            2,86891-C
            
            1,000
            
            4,00092-D+E
            
            26,000
            
            104,00094-F
            
            50,000
            
            20,00094-G
            
            1,000
            
            40094-H+I
            
            7,500
            
            30,00096-J
            
            15,000
            
            30,00099-K
            
            10,000
            
            -00-L
            
            25,000
            
            50,00001-O
            
            28,000
            
            -03-U
            
            14,000
            
            14,00006-W
            
            796,869
            
            -$.01
      par value total
            
            975,086
            
            255,268$10.00
      Par Value:88-A
            
            20,000
            
            4,00001-P
            
            2,000
            
            -03-V
            
            1,000
            
            -$10.00
      par value total
            
            23,000
            
            4,000Total
      Preferred Stock
            
            998,086
            
            259,268




13 - COMMON STOCK





In April
and May 2006, BEYV sold 1,980,000 restricted shares of BEYV Common Stock
(provided by the two former BVI stockholders) to 11 accredited investors at a
price of $.25 per share, or $495,000 total. The related subscription agreements
provide that in the event the market value of the shares sold are less than the
subscription amounts (based upon the average closing price of the shares during
the 30 day period 12 months from the date of the subscribers' receipt of the
shares), the stockholders will issue the respective subscriber an additional
number of restricted shares so that the value of the subscriber's shares with
the additional shares will equal the subscriber's subscription
amount.





In June
2006, the Company issued 85,759 restricted shares of BEYV common stock for cash
and services. At December 31, 2005, WWMO had 29,170,152 shares of common stock
issued and outstanding.





In
January 2006 and February 2006, prior to closing of the Share Exchange Agreement
on February 22, 2006 (effective March 1, 2006), WWMO authorized the issuance of
277,859 shares of common stock to nine individuals for cash considerations and
services rendered and authorized the cancellation of 1,500,000 shares of common
stock issued in year 2004 to an individual pursuant to a transaction that was
rescinded. Also, the principal stockholder and an officer and director of WWMO
returned 7,677,153 shares of common stock to the treasury to accommodate the
Share Exchange Agreement. Accordingly, prior to closing of the Share Exchange
Agreement on February 22, 2006 (effective March 1, 2006), WWMO had 20,270,858
shares of common stock issued and outstanding (including 1,600,000 shares
purchased by BVI in October 2005 in the name of BVI's two
stockholders).




F-16




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




On
February 22, 2006 (effective March 1, 2006), the Share Exchange Agreement closed
and WWMO authorized the issuance of an additional 78,192,001 shares of common
stock to BVI's two shareholders. Accordingly, after closing of the Share
Exchange Agreement, BEYV had 98,462,859 shares of common stock issued and
outstanding.





On
February 22, 2006, as a result of the closing of the Share Exchange Agreement,
the two BVI stockholders authorized the delivery of a total of 6,142,742 shares
of WWMO common stock (provided by the two former BVI stockholders) to nine
investors who paid BVI a total of $455,000 ($405,000 in year 2005, $50,000 on
February 16, 2006) for WWMO shares of common stock in the event that the Share
Exchange Agreement closed. BVI recorded this transaction as a $455,000 reduction
in the conditional stock subscription receipts liability, a $80,000 reduction in
investment in WWMO, and a $375,000 increase in its additional paid-in
capital.





14 - INCOME TAXES





Buckeye
expects to file a consolidated income tax return with its subsidiaries for
federal reporting purposes with subsidiaries filing separate income tax returns
for state reporting purposes.




The
provision for income taxes relating to continuing operations consists of the
following (in thousands):





June
      24, 2005
              (Inception)
      to
              December 31,
      2005
            
            
            Year Ended
              December 31,
      2006Current--Federal
            
            $
            --
            
            
            $
            --State
            
            
            10,538
            
            
            
            10,599Total
      current
            
            
            10,358
            
            
            
            10,599Deferred--Federal
            
            
            (93,589
            )
            
            
            (632,815
            )State
            
            
            (36,112
            )
            
            
            (34,009
            )Valuation
      allowance
            
            
            129,701
            
            
            
            666,824Total
      deferred
            
            
            --
            
            
            
            --$
            10,358
            
            
            $
            10,599




A
reconciliation of the expected income tax expense (benefit) to reported income
taxes follows:





Federal
      income tax at 34%
            
            
            (102,345
            )
            
            
            (327,545
            )State
      income tax, net
            
            
            6,836
            
            
            
            6,995Change
      in valuation allowance
            
            
            105,867
            
            
            
            331,149$
            10,358
            
            
            $
            10,599





Management
has not determined it to be more likely than not that any portion of the
deferred tax asset attributable to the future utilization of the net operating
loss carry forwards as of December 31, 2006 will be realized. Accordingly, the
Company has provided a 100% allowance against the deferred tax asset in the
financial statements at December 31, 2006. The Company will continue to review
this valuation allowance and make adjustments as appropriate. The net operating
loss carry forwards are available in varying amounts through year 2026 to offset
future taxable income.





Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs. Therefore, the amount
available to offset future taxable income will be limited.





15 - COMMITMENTS AND
CONTINGENCIES





Operating
leases:




Buckeye
Ventures, Inc. leases its office space (approximately 400 square
feet) under a non-cancelable lease agreement executed June 12, 2006. The
lease provides for monthly rental payments of $800 through December 31, 2007.
Additional rental space is shared with another tenant which has resulted in an
approximately $625 additional monthly rental fee. This additional space is on a
month-to-month agreement.




F-17




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




HACS
leases its office space (approximately 12,000 square feet) under a
non-cancelable lease agreement executed January 26, 2005 with a lessor partially
owned by the General Manager of HACS. The lease provides for monthly rental
payments of $7,500 through January 2010.





EKI
leases its office space (approximately 4,000 square feet) under a month-to-month
lease with a rental of $2,700 per month, and negotiations are underway to extend
the lease.





WWMPC
leases its office space under a one year lease expiring December 2006 at rentals
of $776 per month and has been extended on a month-to-month basis.





HACS
leases truck vehicles under month to month lease agreements.





For the
years ended December 31, 2006, rent expense under operating leases consisted
of:




Buckeye
      Ventures Corporate office space
            
            $
            12,827HVAC
      office space
            
            
            107,267HVAC
      truck vehicles
            
            
            53,360WWMPC
      office space
            
            
            7,785Total
            
            $
            181,239





At
December 31, 2006, the aggregate future minimum lease payments under
non-cancelable operating lease agreements were as follows:




Year
      Ended December 31,2007
            
            $
            136,0282008
            
            
            100,2112009
            
            
            91,0362010
            
            
            7,5002011
            
            
            --Total
            
            $
            334,775





Employment
Agreements:




On
September 22, 2005, BVI executed an employment agreement with the General
Manager of HACS. The agreement expires December 2007 and provides for HACS
payment of an annual salary of $125,000, plus additional compensation based on
certain specified performance criteria.





On
February 10, 2006, BVI executed employment agreements with its two stockholders
to continue to serve as chief executive officer and treasurer, respectively. The
initial term of both agreements was four years and both are automatically
renewable for successive one year periods unless cancelled by either BVI or the
respective officer. Both agreements provide for annual salaries to be determined
and to be reviewed by the Board of Directors not less frequently than
annually.





On
February 22, 2006 (effective March 1, 2006), BEYV executed an amended employment
agreement with Paul Hancock to serve as Vice-Chairman of BEYV's Board of
Directors and as chief executive officer of WWMPC. The amended agreement expires
March 1, 2012 and provides for an annual salary of $90,000 in the year ended
March 1, 2007, with at least $20,000 per year increases for each year
thereafter.





On
September 28, 2006, BEYV executed an employment agreement with Alan Hardwick to
serve as President of Energy King, Inc. The agreement expires August 31, 2008
and provides for an annual salary of $165,000.





On
September 28, 2006, BEYV executed an employment agreement with Varin Larson to
serve as Vice President of President of Energy King, Inc. The agreement expires
August 31, 2008 and provides for an annual salary of $165,000.




F-18




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




Contingency:




The Share
Exchange Agreement, as amended, also provides that in the event that BVI has not
acquired a sufficient number of businesses to produce an aggregate annual gross
revenue of $20,000,000 by September 1, 2007, the two former BVI stockholders
shall cancel, without consideration, 7,979,200 shares of BEYV Common Stock and
79,686 shares of BEYV Preferred Stock owned by them. The Company believes that a
sufficient number of businesses have been acquired to satisfy this contingency
and does not intend to pursue cancellation of the aforementioned
shares.





Claims
and Lawsuits




The
Company is subject to certain claims and lawsuits arising in the normal course
of business. The Company maintains various insurance coverages to minimize
financial risk associated with these claims.




The
Company has estimated and provided accruals for probable losses and related
legal fees associated with certain of its litigation in the accompanying
consolidated financial statements. While the Company cannot predict the outcome
of these proceedings, in management's opinion and based on reports of counsel,
any liability arising from these matters individually and in the aggregate will
not have a material effect on the Company's operating results or financial
condition, after giving effect to provisions already recorded.





16
– RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS




The
Company has restated its consolidated financial statements for the year ended
December 31, 2006 (which were previously included in the Company’s Form 10-KSB
filed with the SEC on April 17, 2007) in order to correct errors relating to (1)
the calculation of goodwill from the reverse acquisition of WWMO on February 22,
2006, (2) the calculation of goodwill from the acquisition of EKI on September
28, 2006, and (3) the inclusion of EKI operations prior to its
acquisition.





The
previous calculation of goodwill resulting from the reverse acquisition of WWMO
was erroneously based on the excess of the fair value of the shares of WWMO
common stock and WWMO preferred stock retained by stockholders other than BVI’s
two stockholders in connection with the Share Exchange over the identifiable net
assets of WWMO. Since WWMO had nominal assts and operations, the Share Exchange
should have been treated as a capital transaction and recapitalization by
the accounting acquirer (BVI) and no goodwill should have been recorded. The
restated calculation resulted in a $1,751,822 decrease in both goodwill and
additional paid-in capital.





The
previous calculation of goodwill resulting from the acquisition of EKI
erroneously included $1,900,000 “contingent consideration” notes payable (see
note 5) in the cost of the acquisition and $259,391 of deferred tax assts in
arriving at EKI’s identifiable net assets at the date of acquisition. The
restated calculation correctly excludes these items resulting in a $1,640,609
decrease in goodwill, a $259,391 decrease in deferred tax assets, and a
$1,900,000 decrease in notes payable.





The
previously reported consolidated statement of operations erroneously included
EKI’s operations for the six months ended December 31, 2006. Since EKI was
acquired September 28, 2006, EKI’s operations should have only been included for
the period from September 28, 2006 to December 31, 2006. Accordingly, the
consolidated financial statements have been restated to exclude EKI’s operations
for the period prior to September 28, 2006, resulting in a $1,445,964 decrease
in revenues, net and a $15,924 increase in net loss.




F-19




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




The
effect of the restatement adjustments on the consolidated balance sheet at
December 31, 2006 follows:





As
              Previously
      Reported
            
            
            Adjustments
            
            
            As
      RestatedASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
            
            $
            273,976
            
            
            $
            --
            
            
            $
            273,976Accounts
      receivable, net
            
            
            95,058
            
            
            
            --
            
            
            
            95,058Other
      receivables
            
            
            155,755
            
            
            
            --
            
            
            
            155,755Inventories
            
            
            554,837
            
            
            
            --
            
            
            
            554,837Prepaid
      expenses
            
            
            266,426
            
            
            
            --
            
            
            
            266,426Total
      current assets
            
            
            1,346,052
            
            
            
            --
            
            
            
            1,346,052Property
      and equipment, net
            
            
            415,044
            
            
            
            --
            
            
            
            415,044Goodwill
            
            
            5,751,496
            
            
            
            (3,392,431
            )
            
            
            2,359,065Intangible
      assets, net
            
            
            82,210
            
            
            
            --
            
            
            
            82,210Other
      assets, primarily deposits
            
            
            103,473
            
            
            
            --
            
            
            
            103,473Deferred
      tax asset
            
            
            275,315
            
            
            
            (275,315
            )
            
            
            --Total
      assets
            
            $
            7,973,590
            
            
            $
            (3,667,746
            )
            
            $
            4,305,844LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIES:Accounts
      payable
            
            $
            711,295
            
            
            $
            --
            
            
            $
            711,295Accrued
      expenses
            
            
            593,081
            
            
            
            --
            
            
            
            593,081Current
      portion of notes payable
            
            
            637,500
            
            
            
            --
            
            
            
            637,500Customer
      deposits and deferred revenue
            
            
            192,901
            
            
            
            --
            
            
            
            192,901Conditional
      Stock subscription receipts
            
            
            --
            
            
            
            --
            
            
            
            --Total
      current liabilities
            
            
            2,134,777
            
            
            
            --
            
            
            
            2,134,777LONG-TERM
      DEBT, NET OF CURRENT MATURITIESNotes
      payable, net of current portion
            
            
            4,093,292
            
            
            
            (1,900,000
            )
            
            
            2,193,292Total
      liabilities
            
            
            6,228,069
            
            
            
            (1,900,000
            )
            
            
            4,328,069Commitments
      and contingencies
            
            
            --
            
            
            
            --
            
            
            
            --STOCKHOLDERS'
      EQUITY:Preferred
      stock, authorized 1,000,000 shares:
              $.01
      par value, 975,086 shares issued and outstanding
            
            
            9,751
            
            
            
            --
            
            
            
            9,751$10.00
      par value, 23,000 shares issued and outstanding
            
            
            230,000
            
            
            
            --
            
            
            
            230,000Common
      stock, authorized 100,000,000 shares, $.001 par value; 98,548,618 shares
      issued and outstanding
            
            
            98,549
            
            
            
            --
            
            
            
            98,549Additional
      paid-in capital
            
            
            2,578,029
            
            
            
            (1,721,822
            )
            
            
            856,207Accumulated
      deficit
            
            
            (1,170,808
            )
            
            
            (45,924
            )
            
            
            (1,216,732
            )Total
      stockholders' equity
            
            
            1,745,521
            
            
            
            (1,767,746
            )
            
            
            (22,225
            )Total
      liabilities and stockholders' equity
            
            $
            7,973,590
            
            
            $
            (3,667,746
            )
            
            $
            4,305,844




F-20




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


December 31,
2006




The
effect of the restatement adjustments on the consolidated statement of
operations for the year ended December 31, 2006 follows:





As
              Previously
      Reported
            
            
            Adjustments
            
            
            As
      RestatedRevenues,
      net
            
            $
            7,719,649
            
            
            $
            (1,445,964
            )
            
            $
            6,273,685Cost
      of services
            
            
            4,508,533
            
            
            
            (698,790
            )
            
            
            3,809,743Gross
      profit
            
            
            3,211,116
            
            
            
            (747,174
            )
            
            
            2,463,942Selling,
      general and administrative expenses
            
            
            4,125,518
            
            
            
            (723,602
            )
            
            
            3,401,916Operating
      income (loss)
            
            
            (914,402
            )
            
            
            (23,572
            )
            
            
            (937,974
            )Interest
      income
            
            
            3,956
            
            
            
            --
            
            
            
            3,956Other
      income
            
            
            86,866
            
            
            
            (30,604
            )
            
            
            56,262Interest
      expense
            
            
            (139,787
            )
            
            
            8,252
            
            
            
            (131,535
            )Total
      other income (expense)
            
            
            (48,965
            )
            
            
            (22,352
            )
            
            
            (71,317
            )Income
      (Loss) before income taxes
            
            
            (963,367
            )
            
            
            (45,924
            )
            
            
            (1,009,291
            )Income
      tax expense
            
            
            10,599
            
            
            
            --
            
            
            
            10,599Net
      Income (Loss)
            
            $
            (973,966
            )
            
            $
            (45,924
            )
            
            $
            (1,019,890
            )Income
      (Loss) per share: Basic and diluted
            
            $
            (.01
            )
            
            $
            (.00
            )
            
            $
            (.01
            )





17
– SUBSEQUENT EVENTS




Effective
January 2, 2007, Buckeye EKI acquired certain assets of Barnett Heating and Air
Service (”Barnett”) for $450,000 in cash and common stock. Barnett is located in
Riverbank, California.




On
November 15, 2007, the Company executed amendments to the agreement with the two
sellers of EKI. Pursuant to the amendments, the parties agreed to deem the
Purchase Price Adjustment Amount to be $0 and agreed to extend the maturity date
of the $3,300,000 outstanding notes payable (including the $1,900,000 considered
to be “contingent consideration” at December 31, 2006 and September 30, 2007) to
January 31, 2011. As a result of the resolution of the $1,900,000 “contingent
consideration,” the Company will increase goodwill and notes payable by
$1,900,000 in the three months ended December 31,2007.




F-21





ITEM
8.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE




None.




ITEM
8A.   CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




The
Company's executive management is responsible for ensuring the effectiveness of
the design and operation of our disclosure controls and procedures. We carried
out an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the end of the fiscal year covered by
this report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that (i) our disclosure controls and procedures
are effective at the reasonable assurance level to ensure that information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
in accordance with and within the time periods specified in Securities and
Exchange Commission rules and forms; and (ii) our disclosure controls and
procedures are effective also to ensure that information required to be
disclosed in the reports that we file or submit under the Securities Exchange
Act of 1934 is accumulated and communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, to allow timely decisions
about required disclosure. Management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.




Internal
Controls over Financial Reporting




Management
asserts that the internal controls over financial reporting are adequate. The
Independent Registered Public Accounting Firm has reviewed and discussed
management's assessment of the effectiveness of our internal controls over
financial reporting and is in agreement.




Changes
in Internal Control over Financial Reporting




There has
been no change in our internal control over financial reporting during the year
ended December 31, 2006 that has materially affected, or is reasonably
likely to materially affect, internal control over financial
reporting.




ITEM
8B.   Other Information




Other
Business Operations




Our
subsidiary, World Wide Motion Pictures Corporation, is engaged in the film
distribution services business, although its activities during the past several
years have been extremely limited. WWMPC has historically been engaged in
acquiring film rights and seeking to distribute these rights. Motion picture and
television properties consist of films and television programs produced or
acquired by WWMPC. The majority of WWMPC's motion picture and television
properties were acquired from third parties in exchange for Common Stock and
Preferred Stock of the Registrant prior to the merger with Buckeye Ventures,
Inc.




In
connection with the preparation for the 2006 audit of the Registrant's financial
statements, including those of our wholly-owned subsidiary, the Registrant's
management engaged the services of an independent film consultant specialized in
the valuation of motion picture and television library assets to conduct an
independent review and evaluation of the Registrant's motion picture and
television assets. As a result of this independent valuation, management
determined that the value of those assets carried on the Registrant's balance
sheet should be adjusted to reflect their fair value, based upon the facts that
these assets had not proven to generate recurring revenues and or commercial
interest from third parties. The assets had previously been valued at $6,260,550
and in connection with the revaluation have been reduced to
$100,000.




In
conjunction with an independent valuation of the motion picture and television
properties, the estimated fair value at the date of the Share Exchange was
determined according to SFAS No. 144,Accounting for the
Impairment or Disposal of Long-Lived Assets   and SFAS
No. 139,Accounting by Producers or Distributors of Films
  by using future cash flows of the respective properties based on
historical results and managements' estimates of future net revenues. Actual
future revenues from the properties may differ materially from such estimates as
a result of many factors, including the amount of capital available to
effectively exploit the properties. See Note 7 to the Company's consolidated
financial statements above.




In its
review of the March 1, 2006 valuations, management determined that the $0.34 per
share price given to the stock price for the valuation of the shares used in the
share exchange reverse merger was not the proper rate to have used. A WWMPC
press release of October 18, 2005, announced the merger and included the
following specific wording “The company and its advisors have been working
diligently at perfecting this potential acquisition for over 6 months...”
using this date, a 30 day average of the stock price of the month of April 2006,
six months prior to the press release, was used to revalue the stock at the time
of the merger. This translated to $0.1034 per share or
$2,101,594.




28




PART III




ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE




We have
adopted a code of ethics that applies to our principal executive officer, our
principal financial officer, and our principal accounting officer, as well as to
our other employees. The Company has made this code of ethics available on our
website, as described in Item 1 of this annual report on Form 10-KSB. If we
make substantive amendments to this code of ethics or grant any waiver,
including any implicit waiver, we will disclose the nature of such amendment or
waiver on our website or in a report on Form 8-K within four business days
of such amendment or waiver. The Company's Directors, Executive Officers and key
employees are listed below:




Name
            Age
            Group
            BOD
              Committee(s)
            Employed
              Position(s)
              W/Company
            With
              Buckeye
              SinceAlan
      J. Mintz
            58
            Director,
      Executive Team, Management Team
            Executive
      (Chair), Finance
            Chief
      Executive Officer & President
            2005Larry
      Weinstein
            59
            Director,
      Executive Team, Management Team
            Executive
            Executive
      Vice President, Secretary & Treasurer
            2005Stephen
      Kurz
            53
            Executive
      Team, Management Team
            
            Vice
      President Operations
            2006Henry
      S. Leonard
            50
            Executive
      Team, Management Team
            
            Vice
      President Finance, Chief Accounting Officer, Controller
            2006Alan
      Hardwick
            47
            Management
      Team
            
            General
      Manager, Energy King, Inc.
            2006Jim
      Papasodero
            49
            Management
      Team
            
            General
      Manager, Heating, Air Conditioning Services, Inc.
            2005Alfred
      R. Roach, Jr.
            63
            Director
            Chairman
      of the Board of Directors on all committees
            
            2006Randy
      Eakin
            45
            Director
            Audit
      (Chair),Finance
            
            2006Larry
      Epstein
            57
            Director
            Compensation-Nominating-Governance,Audit
            
            2006Paul
      Hancock
            50
            Director
            Executive,Finance,
      Compensation-Nominating-Governance (Chair)
            President,
      WWMPC
            2006Ron
      Smith
            69
            Director
            Compensation-Nominating-Governance,Finance
            
            2006Adam
      Taylor
            55
            Director
            Compensation-Nominating-Governance,Audit
            
            2006




29







Compliance
with Section 16(a) of the Exchange Act




Section
16(a) of the Exchange Act requires our directors and certain of our officers, as
well as persons who own more than 10% of a registered class of our equity
securities (“Reporting Persons”), to file reports with the SEC. The SEC has
established specific due dates for these reports have been established. During
the fiscal year ended December 31, 2006, based solely on our review of the
copies of such reports filed with the SEC and written representations to us that
no other reports were required, we believe that none of the reports required to
be filed by Section 16(a) by our Reporting Persons have been filed on a timely
basis.





Accordingly,
we have requested that all Reporting Persons file all required reports as soon
as possible.




ITEM
10.  EXECUTIVE COMPENSATION.




The
following table sets forth information with respect to the compensation of our
Chief Executive Officer and the other executive officer who earned more than
$100,000 per year at the end of the last completed fiscal year for services
provided to us and our subsidiaries in 2006 and 2005.




Summary
Compensation Table





Name
      & Principal
              Position
            Year
            Salary
              
              ($)
            Bonus
              
              ($)
            Stock
              Awards
              
              ($)
            Option
              Awards
              
              ($)
            Non-Equity
              Incentive
      Plan Compensation
              
              ($)
            All
      Other Compensation
              
              ($)
            Total
              
              ($)Alan
      J. Mintz,
              Chief
      Executive Officer & President
            2006
              
              2005
            150,000(1)
              
              150,000(2)
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            150,000
              
              150,000Larry
      Weinstein, Vice President, Secretary & Treasurer
            2006
              
              2005
            150,000(3)
              
              150,000(4)
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            0
              
              0
            150,000
              
              150,000




(1)
            In
      2006, Mr. Mintz, has accrued and not received gross salary in the amount
      of $43,655 and has been paid a gross salary of $106,345 for a total of
      $150,000.(2)
            In
      2005, Mr. Mintz, has accrued and not received gross salary in the amount
      of $100,000 and has been paid a gross salary of $50,000 for a total of
      $150,000.(3)
            In
      2006, Mr. Weinstein, has accrued and not received gross salary in the
      amount of $46,155 and has been paid a gross salary of $103,845 for a total
      of $150,000.(4)
            In
      2005, Mr. Weinstein, has accrued and not received gross salary in the
      amount of $100,000 and has been paid a gross salary of $50,000 for a total
      of $150,000.




Director
Compensation





No
compensation has been made to directors for services during the year ended
December 31, 2006.




30





ITEM
11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS




The
following table sets forth, as of March 16, 2007 (i) the name and address of
each person who owns of record or who is known by the Board of Directors to be a
beneficial owner of more than five percent (5%) of the Company's outstanding
common and preferred stock, (ii) each of the Company's Directors, (iii) each of
the Company's executive officers, and (iv) all of the Company's Executive
Officers and Directors as a group.




Beneficial
ownership is determined in accordance with the rules of the SEC and includes
voting and investment power. Under SEC rules, a person is deemed to be the
beneficial owner of securities which may be acquired by such person upon the
exercise of options and warrants or the conversion of convertible securities
within 60 days from the date on which beneficial ownership is to be determined.
Each beneficial owner's percentage ownership is determined by dividing the
number of shares beneficially owned by that person by the base number of
outstanding shares, increased to reflect the beneficially-owned
shares underlying options, warrants or other convertible securities
included in that person's holdings, but not those underlying shares held by any
other person.




Amount and Nature of Beneficial
Ownership





Name
            
            Affiliation
            
            Shares
      of
              Common
      Stock
              Beneficially
      Held
            
            Percent
            
            Shares
      of
              Preferred
      Stock Beneficially Held
            
            PercentAlan
      J. Mintz
              4455
      Lamont St., Ste 3
              San
      Diego, CA 92109
            
            CEO,
      President &
              Director
            
            32,231,054
            
            32.7%
            
            398,435
            
            39.9%Larry
      Weinstein
              4455
      Lamont St., Ste 3
              San
      Diego, CA 92109
            
            Executive
      Vice
              President,
      Secretary,
              Treasurer
      & Director
            
            32.231,052
            
            32.7%
            
            398,434
            
            39.9%Paul
      D. Hancock
              2120
      Main St., Ste 180
              Huntington
      Beach, CA 92648
            
            President
      WWMPC &
              Director
            
            9,805,384
            
            9.9%
            
            -0-
            
            0.00%Total
            
            
            
            74,267,490
            
            75.3%
            
            796,869
            
            79.8%





ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE




The
Company paid rent under during 2006 and 2005 to an employee of the Company, Jim
Papasodero, who is President of the Buckeye's wholly owned subsidiary, Heating
and Air Conditioning Services, Inc. The rents paid and terms under the sublease
are the same as was paid prior to its acquisition. Rent expense for the years
ended December 31, 2006 and 2005 was approximately $91,067 and $37,950
respectively.




31




ITEM
13.  EXHIBITS




INDEX
OF EXHIBITS




Incorporated by Reference to the
      Exhibit Indicated Below and to the
      Filing with the Commission Indicated
    BelowExhibit
      Number
            
            
            Description
      of Exhibits
            
            Exhibit
      Number
            
            Filing or
      File Number3.1
            
            
            Amendment
      to Articles of Incorporation -
              Official
      name change from World Wide Motion
              Pictures
      Corporation to Buckeye Ventures, Inc.
            
            99.3
            
            2006
      Form 8-K Filed 2006-06-133.2
            
            --
            Amendment
      to Articles of Incorporation -
              Name
      Change Certificate
            
            99.1
            
            2006
      Form 10-QSB for QE-03/30/06 Filed 2006-05-223.3
            
            --
            Annual
      Meeting Shareholder Letter
              Joint
      written consent of the Board of Directors
              and
      majority stockholders of World Wide
            
            99.1
            
            2006
      Form 8-K Filed 2006-07-073.4
            
            --
            Motion
      Pictures Corporation
              Sections
      761 through 774 of the Michigan
            
            A
            
            2007
      Form 14C - Filed 02/02/073.5
            
            --
            Business
      Corporation Act regarding dissenters' rights
            
            B
            
            2007
      Form 14C - Filed 02/02/073.6
            
            --
            Form
      of dissenter's demand notice
            
            C
            
            2007
      Form 14C - Filed 02/02/0710.1
            
            --
            Agreement
      and plan of merger
            
            10.1
            
            2006
      Form 8-K/A Filed 2007-01-2210.2
            
            --
            Asset
      purchase agreement between Energy King, Inc. And Barnett Heating and Air
      Conditioning Services, Inc.
            
            10.1
            
            2007
      Form 8-K Filed 2007-01-1610.3
            (*)
            --
            Employment
      Agreement - Verin Larson
            
            99.1
            
            2006
      Form 10-QSB For QE-09/30/06 Filed 2006-11-2010.4
            (*)
            
            Employment
      Agreement - Alan Hardwick
            
            99.2
            
            2006
      Form 10-QSB For QE-09/30/06 Filed 2006-11-2010.5
            
            --
            Promissory
      Note - Verin Larson and Deanna Larson
            
            99.3
            
            2006
      Form 10-QSB For QE-09/30/06 Filed 2006-11-2010.6
            
            
            Promissory
      Note - Alan Hardwick
            
            99.4
            
            2006
      Form 10-QSB For QE-09/30/06 Filed 2006-11-2021.1
            
            --
            List
      of subsidiaries of Buckeye Ventures, Inc.
            
            21.1
            
            2006
      Form 10-KSB For YE-12/31/06 Filed Herewith23.1
            
            --
            Consent
      of Michael P. Studer, CPA, PC
            
            23.1
            
            2006
      Form 10-KSB For YE-12/31/06 Filed
Herewith




32




31.1
            
            --
            Rule
      13a-14(a) Certification of Alan J. Mintz pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            31.1
            
            2006
      Form 10-KSB For YE-12/31/06 Filed Herewith31.2
            
            --
            Rule
      13a-14(a) Certification of Henry S. Leonard pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            31.2
            
            2006
      Form 10-KSB For YE-12/31/06 Filed Herewith32.1
            
            --
            Section
      1350 Certification of Alan J. Mintz pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
            
            32.1
            
            2006
      Form 10-KSB For YE-12/31/06 Filed Herewith32.2
            
            --
            Section
      1350 Certification of Henry S. Leonard pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
            
            32.2
            
            2006
      Form 10-KSB For YE-12/31/06 Filed Herewith99.1
            
            --
            Press
      Release dated March 1, 2007
            
            99.1
            
            2007
      Form 8-K Filed 2007-03-0699.1
            
            --
            Press
      Release dated January 9,2007
            
            99.1
            
            2007
      Form 8-K Filed 2007-01-1699.1
            
            --
            Press
      Release dated October 3, 2006
            
            99.1
            
            2006
      Form 8-K Filed 2006-10-0699.1
            
            --
            Press
      Release dated March 1, 2006
            
            99.1
            
            2006
      Form 8-K Filed 2006-06-1399.2
            
            --
            Press
      Release dated April 27, 2006
            
            99.2
            
            2006
      Form 8-K Filed 2006-06-13




(*)    Management
contract or compensatory plan




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




During
2006 and 2005, the Company utilized the services of Michael E. Studer, CPA,
P.C.. whose firm did not provide any services to the Company related to
financial information systems design and implementation.





The
aggregate fees billed by Michael E. Studer, CPA, P.C. to the Company for the
years ended December 31, 2006 and 2005 are as follows:





2006
            
            
            2005Audit
      Fees (1)
            
            $
            42,500
            
            
            $
            23,500All
      Other Fees
            
            
            --
            
            
            
            --Total
      Fees for Services Provided
            
            $
            42,500
            
            
            $
            23,500





(1) Audit
services included (a) the annual audit (including required quarterly reviews)
and other procedures required to be performed by the independent auditor to be
able to form an opinion on the Company's consolidated financial statements, and
(b) services that only the independent auditor reasonably can provide, such as
services associated with SEC registration statements, periodic reports and other
documents filed with the SEC or related thereto.




33





PART IV




ITEM
15.  Exhibits,
Financial Statement Schedules, and Reports




(a)  The
following documents are filed as part of this annual report on
Form 10-KSB:




(1)  Consolidated
Financial Statements (Included Under Item 7): The Index to the Consolidated
Financial Statements is included on page 33 of this annual report on
Form 10-KSB and is incorporated herein by reference.




(2)  Financial
Statement Schedules:




None.




(b)  Exhibits




Reference
is made to the Index of Exhibits beginning with Part III, Item 13, which index
is incorporated herein by reference.




(c)  Excluded
financial statements:




None.





34




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




BUCKEYE
      VENTURES, INC.April
      28, 2008
            
            By:
            /s/
      ALAN J. MINTZAlan
      J. MintzChief
      Executive Officer & PresidentApril
      28, 2008
            
            By:
            /s/
      HENRY S. LEONARDHenry
      S. LeonardChief
      Financial Officer and
              Chief
      Accounting Officer






35