**UNITED
      STATES SECURITIES AND EXCHANGE** **COMMISSION**


**Washington,
      D.C. 20549**





**Form 10-KSB**




**ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**


**For
      the Fiscal Year Ended December 31, 2006**


**Commission
      file number:** **0-27454**









**Buckeye
      Ventures, Inc.**


(Exact
      name of registrant as specified in its charter)




**Michigan**
            **33-0081215**(State
                or Other Jurisdiction
            (I.R.S.
                Employerof
                Incorporation or Organization)
            Identification
                No.)




**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(b) of the Act:




**Title
                of Each Class**
              ****Common
                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.
      Yes x No o




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). Yes o No x




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**




*This
      report contains “forward-looking statements” within the meaning of
      Section 27A of the Securities Act of 1933, as amended (“Securities Act”)
      and Section 21E of the Exchange Act. Such forward-looking statements are
      made only as of the date of this report and involve known and unknown risks,
      uncertainties and other important factors that could cause the actual results,
      performance or achievements of the Company, or industry results, to differ
      materially from any future results, performance or achievements expressed or
      implied by such forward-looking statements. Such risks, uncertainties and other
      important factors include, among others, the retention of key management,
      national or regional weakness in residential and non-residential construction
      activity, difficulty in obtaining or increased costs associated with bonding,
      shortages of labor and specialty building materials, seasonal fluctuations
      in
      the demand for HVAC systems, the use of incorrect estimates for bidding a fixed
      price contract, the Company’s backlog failing to translate into actual revenue
      or profits, the result of competition in the Company’s markets, and the
      imposition of past and future liability from environmental, safety and health
      regulations. Important factors that could cause actual results to differ are
      discussed under “Item 1A. Company Risk Factors.”*




Table
      of
      Contents


**INDEX**





**PART
                I**ITEM
                1.
            Description
                of Business
            
            3ITEM
                1A.
            Risk
                Factors
            
            14ITEM
                2.
            Description
                of Properties
            
            21ITEM
                3.
            Legal
                Proceedings
            
            21ITEM
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            21**PART
                II**ITEM
                5.
            Market
                for Common Equity, Related Stockholder Matters and Small Business
                Issuer
                Purchases of Equity Securities
            
            22ITEM
                6.
            Management's
                Discussion and Analysis or Plan of Operation
            
            23ITEM
                7.
            Consolidated
                Financial Statements
            
            34ITEM
                8.
            Changes
                in and Disagreements with Accountants on Accounting and Financial
                Disclosure
            
            57ITEM
                8A.
            Controls
                and Procedures
            
            57ITEM
                8B.
            Other
                information
            
            57**PART
                III**ITEM
                9.
            Directors,
                Executive Officers, Promoters and Control Persons, Compliance with
                Section
                16(a) of the Exchange Act
            
            59ITEM
                10.
            Executive
                Compensation
            
            60ITEM
                11.
            SeSecurity
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            61ITEM
                12.
            Certain
                Relationships and Related Transactions
            
            61**PART
                IV**ITEM
                13.
            Exhibits
                and Reports on Form 8-K
            
            62ITEM
                14.
            Principal
                Accountant Fees and Services
            
            63ITEM
                15.
            Exhibits,
                Financial Statement Schedules, and Reports
            
            64Signatures
            
            64




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**
              **Revenue**HVAC
                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.




3
 
  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.




Our
      Internet address is *http://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.




4




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.




**HVAC/PLUMBING
      SERVICES**




***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.




5




***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.




6




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;




7




(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 presentlydevoted
                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.




***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.




8




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.




**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.




**C****ategory**
            **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.




9




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.




**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.




10




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.




11




***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
      PriceWaterhouseCoopers with extensive experience in the areas of auditing,
      risk
      management and corporate financial planning and analysis.




12




***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.




***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;




13





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




**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.




14





***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 integratingthe
                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.




***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




15




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.




16




***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.




***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.




17




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.




***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.




18





***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.




19




***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.




20




**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.




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.




21




**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**
            
            **Low**First
                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.





22




**Issuer
      Purchases of Equity Securities**




None.




**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.




23




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.




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.*




24





*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.




***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.




25




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.





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.




26




***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.




27




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**
            
            **2006**Revenues
            
            $
            2,064,197
            
            100.0
            %
            $
            7,719,649
            
            100.0
            %Cost
                of services
            
            1,328,906
            
            64.4
            %
            4,508,533
            
            58.4
            %Gross
                profit
            
            735,291
            
            35.6
            %
            3,211,116
            
            41.6
            %Selling,
                general and administrative expenses
            
            1,022,799
            
            49.5
            %
            4,125,518
            
            53.4
            %Operating
                income (loss)
            
            (287,508
            )
            (13.9
            )%
            (914,402
            )
            (11.8
            )%Interest
                expense, net
            
            (13,508
            )
            (0.7
            )%
            (139,787
            )
            (1.8
            )%Other
                income (expense)
            
            —
            
            —
            
            90,822
            
            1.2
            %Income
                (loss) before income taxes
            
            (201,016
            )
            (14.6
            )%
            (963,367
            )
            (12.5
            )%Income
                tax expense (benefit)
            
            (10,358
            )
            (0.5
            )%
            (10,599
            )
            (0.0
            )%Income
                (loss) from continuing operations
            
            (311,374
            )
            (15.1
            )%
            (973,966
            )
            (12.6
            )%Extraordinary
                item from acquisition of Heating and Air Conditioning Services,
                Inc.
            
            114,532
            
            5.52
            %
            —Net
                income (loss)
            
            $
            (196,842
            )
            (9.5
            )%
            $
            (973,966
            )
            (12.6
            )%




28




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
            )
            
            
            
            (.01
            )Diluted—Income
                (loss) from continuing operations
            
            
            (0
            )
            0
            
            
            (.01
            )Extraordinary
                item from acquisition of Heating and Air Conditioning Services,
                Inc.
            
            
            0
            
            
            
            
            —Net
                income (loss)
            
            
            (0
            )
            
            
            
            (.01
            )Cash
                dividends per share
            
            
            —
            
            
            
            
            —**BALANCE
                SHEET DATA:**Total
                current assets
            
            
            1,081,218
            
            
            
            
            1,346,052Total
                assets
            
            
            1,278,333
            
            
            
            
            7,973,590Total
                current liabilities
            
            
            1,353,785
            
            
            
            
            2,134,777Total
                non-current liabilities
            
            
            46,390
            
            
            
            
            4,093,292Total
                stockholders’ equity
            
            
            (121,842
            )
            
            
            
            1,745,521Working
                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:




**2006****Q1**
            
            **Q2**
            
            **Q3**
            
            **Q4**Revenues
            
            $
            956,601
            
            $
            1,515,747
            
            $
            1,416,660
            
            $
            3,830,641Gross
                profit
            
            $
            325,546
            
            $
            494,416
            
            $
            604,577
            
            $
            1,786,577Operating
                income (loss)
            
            $
            (130,771)
            
            $
            (207,032
            )
            $
            (312,411
            )
            $
            (264,188
            )Income
                (loss) from continuing operations
            
            $
            (156,101)
            
            $
            (217,953
            )
            $
            (319,184
            )
            $
            (973,966
            )Net
                income
            
            $
            (156,101)
            
            $
            (217,953
            )
            $
            (319,184
            )
            $
            (973,966
            )Income
                (loss) per share - basic and diluted
            
            
            (0
            )
            
            (0
            )
            
            (0
            )
            
            (.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
      started out with one HVAC company, Heating and Air Conditioning Services, Inc.
      in 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.




29




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 $3,830,641 for the quarter ended December 31, 2006 and $7,719,649
      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 $5,655,452 increase in revenues in 2006 over
      2005.




*Cost
      of Sales* —Cost
      of
      sales as a percentage of revenues decreased by 6% 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.




*Gross
      Profit* —Gross
      profit increased $2,475,825 for the same reasons as revenues. The truly
      encouraging number is the 6% 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 $2,773,450 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 9.3%. Marketing expenses, including payroll,
      advertising and other marketing, represented approximately 26% of total expenses
      in 2006. General and administrative salaries accounted for over 39% of 2006
      expenses at $1,490,644 for the year. Professional fees, including legal,
      accounting and other, made up about 7.6% of expenses or $357,136. Rent expenses,
      including facilities, offices and storage areas, was about 3.4% of expenses
      or
      $128,945 in 2006. Communication expenses, including land and cellular phones,
      internet and facsimiles, made up about 2% of the 2006 expenses at $77,800.
      The
      cost of insurance for directors and officers, property, casualty and general
      was
      $193,469 or right at 5%. Outside services such as janitors and day labor,
      accounted for $32,687 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 $54,008 or about
      1.4% of expense. Gas and electric utilities for 2006 were $30,294, 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 $139,787 for 2006 is primarily from various notes payable related
      to
      operations and acquisitions.




30




*Write
      off of debt costs—* Bad debt
      expense accounted for about 1.6% of total expenses in 2006. This $59,624 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.




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 noncancelable operating leases.
      We enter into noncancelable 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.




31




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**
            
            **Total**Operating
                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.





32




**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.




33





**ITEM
      7.** **FINANCIAL
      STATEMENTS**




**Part
      I.FINANCIAL
      INFORMATION**




Item
      1.Financial
      Statements




**INDEX
      TO FINANCIAL STATEMENTS**




**Page**
            **Sequential**
              **Page**
              **Number**Buckeye
                Ventures, Inc.Report
                of Independent Registered Public Accounting Firm
            F-1
            
            35Consolidated
                Balance Sheets
            F-2
            
            36Consolidated
                Statements of Operations
            F-3
            
            37Consolidated
                Statements of Stockholders’ Equity
            F-4
            
            38Consolidated
                Statements of Cash Flows
            F-5
            
            39Notes
                to Consolidated Financial Statements
            F-6
                - F-22
            
            40-56




34


**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.
 
 The
        consolidated balance sheet of the Company at December 31, 2006 includes goodwill
        of $5,751,496. As more fully described in Note 8 to the consolidated financial
        statements, goodwill is tested periodically to determine that the respective
        balances are recoverable. The Company uses estimates of future income to
        assess
        the recoverability of these balances. Actual income may differ materially
        from
        such estimates.
 
 
 /s/ Michael T. Studer CPA
                P.C.
  Freeport,
        New York
 April
        12,
        2007
  F-1
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        BALANCE SHEETS**
  **December 31,****2006**
              
              **2005****ASSETS**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
              
              5,751,496
              
              —Intangible
                  assets, net
              
              82,210
              
              —Other
                  assets, primarily deposits
              
              103,473
              
              87,500Deferred
                  tax asset
              
              275,315
              
              —Total
                  assets
              
              $
              7,973,590
              
              $
              1,278,333**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****CURRENT
                  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
              
              1,353,785**LONG-TERM
                  DEBT, NET OF CURRENT MATURITIES**Notes
                  payable, net of current portion
              
              4,069,148
              
              46,390Notes
                  payable, related parties, net of current portion
              
              24,144
              
              —Total
                  long-term liabilities
              
              4,093,292
              
              46,390Total
                  liabilities
              
              6,228,069
              
              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
              
              2,578,029
              
              (12,761)Accumulated
                  deficit
              
              (1,170,808
              )
              (196,842
              )Total
                  stockholders’ equity
              
              1,745,521
              
              (121,842
              )Total
                  liabilities and stockholders’ equity
              
              $
              7,973,590
              
              $
              1,278,333
   The
        accompanying notes are an integral part of these consolidated financial
        statements.
 F-2
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
  **Period**
                **June
                  24, 2005**
                **(Inception)
                  to**
                **December 31,****2005**
              
              **Year Ended**
                **December 31,****2006**Revenues,
                  net
              
              $
              2,064,197
              
              $
              7,719,649Cost
                  of services
              
              1,328,906
              
              4,508,533Gross
                  profit
              
              735,291
              
              3,211,116Selling,
                  general and administrative expenses
              
              1,022,799
              
              4,125,518Operating
                  income (loss)
              
              (287,508
              )
              (914,402
              )Other
                  income (expense)Interest
                  income
              
              —
              
              3,956Other
                  income
              
              —
              
              86,866Interest
                  expense
              
              (13,508
              )
              (139,787
              )Total
                  other income (expense)
              
              (13,508
              )
              (48,965
              )Income
                  (Loss) before income taxes
              
              (301,016
              )
              (963,367
              )Income
                  tax expense
              
              10,358
              
              10,599Income
                  (Loss) from continuing operations and before extraordinary
                  item
              
              (311,374
              )
              (973,966
              )Extraordinary
                  item from acquisition of Heating & Air Conditioning Services,
                  Inc.
              
              114,532
              
              —Net
                  Income (Loss)
              
              $
              (196,842
              )
              $
              (973,966
              )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-3
  **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**
  **Additional****Preferred Stock**
              
              **Common Stock**
              
              **Paid-In**
              
              **Accumulated****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **Capital**
              
              **Deficit**
              
              **Total**Issuance
                  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
              )Issuance
                  of Stock:Share
                  exchange reverse acquisitionof
                  World Wide Motion PicturesCorporation,
                  effective March 1,2006
              
              201,217
              
              
              231,782
              
              
              
              18,670,858
              
              
              
              18,671
              
              
              
              1,706,922
              
              
              
              —
              
              
              
              1,957,375Conditional
                  stock subscription receipts reversed as a result of delivery of
                  common
                  stock by related parties
              
              —
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              375,000
              
              
              
              —
              
              
              
              375,000Sale
                  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
              
              —
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              —
              
              
              
              (973,966
              )
              
              
              (973,966
              )Balance
                  at December 31, 2006
              
              998,086
              
              $
              239,751
              
              
              
              98,548,618
              
              
              $
              98,549
              
              
              $
              2,578,029
              
              
              $
              (1,170,808
              )
              
              $
              1,745,521
   The
        accompanying notes are an integral part of these consolidated financial
        statements.
 F-4
 
 **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
  **June
                  24, 2005**
                **(Inception)
                  to**
                **December 31,****2005**
              
              
              **Year Ended**
                **December 31,
                  2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                income (loss)
              
              $
              (196,842
              )
              $
              (973,966
              )Adjustments
                  to reconcile net income (loss) to net cash provided by
                  operating activities—Extraordinary
                  item
              
              
              (114,532
              )
              
              —Stock
                  compensation expense
              
              
              75,000
              
              
              7,754Depreciation
                  and amortization expense
              
              
              10,118
              
              
              63,635Changes
                  in operating assets and liabilities, net ofeffects
                  of acquisitions—(Increase) decrease in—Receivables,
                  net
              
              
              34,061
              
              
              170,843Inventories
              
              
              102,969
              
              
              (94,944
              )Prepaid
                  expenses and other current assets
              
              
              (61,250
              )
              
              (92,547
              )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
              
              
              —
              
              
              1,957,375Acquisition
                  of Energy King, Inc. for notes payable
              
              $
              —
              
              $
              3,900,000
   The
        accompanying notes are an integral part of these consolidated financial
        statements.
 F-5
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **December 31,
        2006**
  **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.
  **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.
  F-6
 **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  ***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:
 
 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.
  F-7
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  ***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.
 
 ***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.
  F-8
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  ***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.
  **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
  **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.
  F-10
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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
 
 The
        $1,751,822 excess of the estimated fair value of the shares of WWMO common
        stock
        and preferred stock retained by stockholders other than BVI's two stockholders
        ($1,957,375) over the identifiable net assets of WWMO at March 1, 2006
        ($205,553) has been reflected as goodwill.
 
 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.
 
 **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
  F-11
 
 **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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
        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
              
              
              55,107Deferred
                  tax asset
              
              
              259,391Accounts
                  payable
              
              
              (497,726
              )Accrued
                  expenses payable
              
              
              (93,622
              )Customer
                  deposits and deferred revenue
              
              
              (13,197
              )Debt
              
              
              (443,201
              )Identifiable
                  net assets
              
              $
              (99,674
              )
  Goodwill
        of $3,999,674 (excess of the $3,900,000 purchase price 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.
  F-12
 **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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.
 
 **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-13
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  **7** - **OTHER
        LONG LIVED ASSETS**
 
 ***Motion
        Picture and Television Properties***
 
 Motion
        picture and television properties consist of films and television programs
        produced or acquired by WWMPC of which 100 are represented in the financial
        statements. 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 estimated fair value of the properties at
        March 1, 2006 (effective date of the Share Exchange) was subsequently
        independently valuated and reduced to $100,000. In conjunction with an
        independent valuation of the motion picture and television properties, the
        estimated fair value at March 31, 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.
  **8
        -** **** **GOODWILL**
  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.
  F-14
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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)
              
              1,751,822Goodwill
                  related to acquisition of EKI (see note 5)
              
              3,999,674Impairment
                  adjustment
              
              —Goodwill
                  balance as of December 31, 2006
              
              $
              5,751,496
 
 **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.
              
              
              2,925,000
              
              
              -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.
              
              
              975,000
              
              
              -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
              
              
              -
  F-15
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  
 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
              
              
              -4,730,792
              
              
              315,616Less
                  current portion
              
              
              (637,500
              )
              
              (269,226
              )Long-term
                  debt
              
              $
              4,093,292
              
              $
              46,390.
 
 Other
        long-term debt consists of an EKI $75,286 settlement and final judgment amount
        with the Consumer and Environmental Protection Division of the Superior Court
        of
        California, county of Sacramento dated September 21, 2006. It consists of
        three
        scheduled payment amounts; $25,123, $19,296 and $55,990, of which, the $25,123
        has been paid in 2006.
  F-16
 **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  **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
  **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.
  **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.
  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.
 
 F-17
 **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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.
 
 F-18
 
 **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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).
 
 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 31,2006**Current—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
  F-19
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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 carryforwards 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 carryforwards 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.
 
 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
 
 F-20
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  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.
 
 ***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.
 
 F-21
  **BUCKEYE
        VENTURES, INC. AND SUBSIDIARIES**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS (continued)**
 **December 31,
        2006**
  ***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
        - 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.
  In
        the
        three months ended March 31, 2007, several investors made loans to the Company
        totaling $600,000 due one year from the date of the loans.
  On
        March
        2, 2007, BEYV repaid $100,000 of a note payable bearing interest at 24% per
        annum and due December 31, 2007 through delivery of 400,000 shares of BEYV
        common stock.


F-22


**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 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.
  **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.
  57
  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.
  58
  **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 ofDirectors
                  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
  59
 
  **ITEM
          10.** **EXECUTIV
          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.
  60
 
 **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**
              
              **Percent**Alan
                  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.
 
 61
  **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
 
 62
  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.
 
 63
  **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.
 
  **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.By:
              /s/
                  ALAN J. MINTZAllan
                  J. Mintz*Chief
                  Executive Officer & President*By:
              /s/
                  HENRY S. LEONARDHenry
                  S. Leonard*Vice
                  President Finance and Chief Accounting
                  Officer*
  Date:
        April 15, 2007
    64