UNITED
STATES SECURITIES AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-QSB/A


Amendment
No. 2





ý Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934




For the
quarterly period ended September 30, 2006





Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934




For the
transition period from ____________ to ____________












Buckeye
Ventures, Inc.


(Exact
name of registrant as specified in its charter)





Nevada
            
            0-27454
            
            20-3161375(State
      or other jurisdiction of incorporation)
            
            (Commission
      File No.)
            
            (IRS
      Employer Identification No.)




4455
Lamont Street, Suite 3, San Diego, CA 92109


(Address
of principal executive offices)




(858)
272-6600


(Issuer’s
telephone number, including area code)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act 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  ý No 




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


Yes
 No ý




On
November 5, 2006 there were : 98,548,618 shares of Registrant’s common stock,
$.001 par value, issued and outstanding.




Transitional Small Business Disclosure Format: Yes  No ý









1


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







Part I.
Financial Information






Item
1. Financial Statements







Page
            
            Sequential
              Page
              NumberBuckeye
      Ventures, Inc.Consolidated
      Balance Sheets as of  September 30, 2006
(Unaudited)
              And
      December 31, 2005
            F-2
            
            3Consolidated
      Statement of Operations for the three and three and Nine
      Months
              Ended
      September 30, 2006 and 2005 (Unaudited)
            F-4
            
            5Consolidated
      Statement of Changes in Stockholder’s Equity for the Nine
      Months
              ended
      September 30, 2006 (Unaudited)
            F-5
            
            6Consolidated
      Statements of Cash Flows for the Nine Months ended September
      30,
              2006
      AND 2005 (Unaudited)
            F-6
            
            32Notes
      to Consolidated Financial Statement as
      of  September  30, 2006 (Unaudited )
            F-7
      - F-17
            
            8-18











2





BUCKEYE VENTURES, INC. AND
SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


As
of September 30, 2006 (Unaudited) and December 31, 2005




ASSETS


September
      30,
              2006
              (Unaudited)
            
            
            December
      31,
              2005CURRENT
      ASSETS
            
            (Restated)Cash
            
            $
            354,301
            
            
            $
            415,762Accounts
      receivable, net of allowance for doubtful accounts
              of
      $39,014 and $80,000, respectively
            
            
            498,623
            
            
            
            178,951Other
      receivables
            
            
            28,254
            
            
            
            17,500Inventory
            
            
            464,370
            
            
            
            377,303Prepaid
      expenses
            
            
            263,742
            
            
            
            91,702Total
      current assets
            
            
            1,609,290
            
            
            
            1,081,218Motion
      picture and television properties, Net of accumulated
              amortization
      of  $3,239 and $0, respectively
            
            
            96,761
            
            
            
            -Property
      and equipment, net
            
            
            291,603
            
            
            
            109,615Goodwill
            
            
            2,359,065
            
            
            
            -Intangible
      assets, net
            
            
            83,661
            
            
            
            -Other
      assets, primarily deposits
            
            
            76,456
            
            
            
            7,500Investment
      in subsidiary
            
            
            -
            
            
            
            80,000Deferred
      tax asset
            
            
            -
            
            
            
            -Total
      assets
            
            $
            4,516,836
            
            
            $
            1,278,333








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




3


BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS (continued)


As
of September 30, 2006 (Unaudited) and December 31, 2005










LIABILITIES
AND STOCKHOLDERS' EQUITY





September
      30,
              2006
              (Unaudited)
            
            
            December
      31,
              2005CURRENT
      LIABILITIES:
            
            (Restated)Accounts
      payable
            
            $
            720,231
            
            
            $
            330,178Accrued
      expenses
            
            
            569,670
            
            
            
            324,362Current
      portion of notes payable
            
            
            476,512
            
            
            
            269,226Customer
      deposits and deferred revenue
            
            
            226,662
            
            
            
            25,019Stock
      subscription receipts
            
            
            -
            
            
            
            405,000Total
      current liabilities
            
            
            1,993,075
            
            
            
            1,353,785LONG-TERM
      LIABILITIES:Notes
      payable, net of current portion
            
            
            2,182,936
            
            
            
            46,390Notes
      payable, related parties, net of current portion
            
            
            36,398
            
            
            
            -Total
      long-term liabilities
            
            
            2,219,334
            
            
            
            46,390Total
      liabilities
            
            
            4,212,409
            
            
            
            1,400,175Commitments
      and contingencies
            
            
            -
            
            
            
            -STOCKHOLDERS'
      EQUITYPreferred
      stock, authorized 1,000,000 shares,
              $.01
      par value, 975,086 and 796,869 shares issued and outstanding,
      respectively
              $10.00
      par value, 23,000 and -0- shares issued and outstanding,
      respectively
            
            
            9,751
              230,000
            
            
            
            7,969
              -Common
      stock, authorized 100,000,000 shares, $.001 par value; 98,548,618 and
      79,792,001
              shares
      issued and outstanding, respectively
            
            
            98,549
            
            
            
            79,792Additional
      paid-in capital
            
            
            856,207
            
            
            
            (12,761
            )Accumulated
      deficit
            
            
            (890,080
            )
            
            
            (196,842
            )Total
      stockholders' equity
            
            
            304,427
            
            
            
            (121,842
            )Total
      liabilities and stockholders' equity
            
            $
            4,516,836
            
            
            $
            $1,278,333







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






4





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


For
The Three and Nine months Ended September 30, 2006 and 2005
(Unaudited)




Three
      Months Ended
              September
      30,
            
            
            Nine
      Months Ended
              September
      30,2006
            
            
            2005
            
            
            2006
            
            
            2005Sales,
      net
            
            $
            1,416,660
            
            
            $
            289,529
            
            
            $
            3,889,008
            
            
            $
            289,529Cost
      of sales
            
            
            812,083
            
            
            
            226,340
            
            
            
            2,464,469
            
            
            
            226,340Gross
      profit
            
            
            604,577
            
            
            
            63,189
            
            
            
            1,424,539
            
            
            
            63,189Selling,
      general and administrative expenses
            
            
            916,988
            
            
            
            94,403
            
            
            
            2,074,753
            
            
            
            94,403Loss
      from operations
            
            
            (312,411
            )
            
            
            (31,214
            )
            
            
            (650,214
            )
            
            
            (31,214
            )Other
      income (expense)Interest
      income
            
            
            2,452
            
            
            
            -
            
            
            
            3,574
            
            
            
            -Interest
      expense
            
            
            (9,225
            )
            
            
            -
            
            
            
            (46,598
            )
            
            
            -Total
      other income (expense)
            
            
            (6,773
            )
            
            
            -
            
            
            
            (43,024
            )
            
            
            -Loss
      before income taxes
            
            
            (319,184
            )
            
            
            (31,214
            )
            
            
            (693,238
            )
            
            
            (31,214
            )Income
      taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (319,184
            )
            
            $
            (31,214
            )
            
            $
            (693,238
            )
            
            $
            (31,214
            )Loss
      per common share: Basic and diluted
            
            $
            (.003
            )
            
            $
            (.000
            )
            
            $
            (0.007
            )
            
            $
            (0.000
            )Weighted
      average common shares outstanding:Basic
            
            
            98,548,618
            
            
            
            79,792,001
            
            
            
            94,347,078
            
            
            
            79,792,001Diluted
            
            
            98,807,886
            
            
            
            79,792,001
            
            
            
            94,548,731
            
            
            
            79,792,001






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






5













BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY


For
the nine months ended September 30, 2006 (Unaudited)








Number
            
            
            
            Amount
            
            
            
            Number
            
            
            
            Amount
            
            
            
            Additional
              Paid-In
              Capital
            
            
            
            Accumulated
              Deficit
            
            
            
            TotalBalance,
      January 1, 2006
            
            $
            796,869
            
            
            $
            7,969
            
            
            $
            79,792,001
            
            
            $
            79,792
            
            
            $
            (12,761
            )
            
            $
            (196,842
            )
            
            $
            (121,842
            )Share
      exchange reverse acquisition ofWorld
      Wide Motion Pictures Corporation,effective
      March 1, 2006
            
            
            201,217
            
            
            
            231,782
            
            
            
            18,670,858
            
            
            
            18,671
            
            
            
            (44,900
            )
            
            
            -
            
            
            
            205,553Conditional
      stock subscription receipts reversed as a result of delivery of common
      stock by related parties
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            375,000
            
            
            
            -
            
            
            
            375,000Delivery
      of common stock of related parties to general manager of
    HACS
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            18,000
            
            
            
            -
            
            
            
            18,000Delivery
      of common stock of related parties to lender
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            12,000
            
            
            
            -
            
            
            
            12,000Sale
      of common stock of related parties for cash
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            495,000
            
            
            
            -
            
            
            
            495,000Common
      stock issued for cash
            
            
            -
            
            
            
            -
            
            
            
            21,143
            
            
            
            21
            
            
            
            6,179
            
            
            
            -
            
            
            
            6,200Common
      stock issued for services
            
            
            -
            
            
            
            -
            
            
            
            64,616
            
            
            
            65
            
            
            
            7,689
            
            
            
            -
            
            
            
            7,754Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (693,238
            )
            
            
            (693,238
            )Balance,
      September 30, 2006
            
            
            998,086
            
            
            $
            239,751
            
            
            
            98,548,618
            
            
            $
            98,549
            
            
            $
            856,207
            
            
            $
            (890,080
            )
            
            $
            304,427








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




6







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For
The Nine months Ended September 30, 2006 and September 30, 2005
(Unaudited)





2006
            
            
            2005Cash
      flows from operating activitiesNet
      loss for the period
            
            $
            (693,238
            )
            
            $
            (60,378
            )Adjustments
      to reconcile net loss for the period to net cash
              provided
      by operating activitiesDepreciation
      and amortization
            
            
            38,911
            
            
            
            8,497Shares
      issued to lender and charged to interest expense
            
            
            12,000
            
            
            
            -Stock-based
      compensation expense
            
            
            7,754
            
            
            
            16,262Changes
      in operating assets and liabilities:
            
            
            
            
            
            
            -Inventory
            
            
            (4,477
            )
            
            
            -Accounts
      receivable
            
            
            (100,226
            )
            
            
            -Other
      receivables
            
            
            (6,445
            )
            
            
            -Prepaid
      expenses and other current assets
            
            
            (71,863
            )
            
            
            -Other
      assets
            
            
            (13,849
            )
            
            
            -Accounts
      payable
            
            
            (112,324
            )
            
            
            2,230Accrued
      expenses
            
            
            151,693
            
            
            
            -Customer
      deposits and deferred revenue
            
            
            188,444
            
            
            
            -Net
      cash used in operating activities
            
            
            (603,620
            )
            
            
            (33,389
            )Cash
      flows from investing activitiesPurchase
      of property and equipment
            
            
            (104,944
            )
            
            
            -Cash
      acquired in connection with acquisition
            
            
            181,326
            
            
            
            -Net
      cash used in investing activities
            
            
            76,382
            
            
            
            -Cash
      flows from financing activitiesProceeds
      from notes payable and long-term debt
            
            
            53,604
            
            
            
            -Repayment
      of notes payable and long-term debt
            
            
            (140,527
            )
            
            
            (4,060
            )Proceeds
      from sale of common stock
            
            
            552,700
            
            
            
            -Net
      cash provided by (used in) financing activities
            
            
            465,777
            
            
            
            (4,060
            )Decrease
      in cash and cash equivalents during the period
            
            
            (61,461
            )
            
            
            (37,449
            )Cash
      and cash equivalents, beginning of period
            
            
            415,762
            
            
            
            69,172Cash
      and cash equivalents, end of period
            
            $
            354,301
            
            
            $
            31,723Supplemental
      disclosures of cash flow information:Cash
      paid for:Interest
            
            $
            18,308
            
            
            $
            673Income
      taxes
            
            
            -
            
            
            
            -Non-cash
      investing and financing activities:Purchase
      of Energy King, Inc. for notes payable
            
            
            2,000,000
            
            
            
            -Stock
      issued for services
            
            $
            7,754
            
            
            $
            16,262







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




7





BUCKEYE VENTURES, INC. AND
SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2006
(Unaudited)




NOTE
1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The
Company




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 3) and accordingly
the name was changed from WWMO to BEYV in April 2006.




BVI was
incorporated in Nevada on June 24, 2005 for the purpose of acquiring and
operating businesses in the heating, ventilation and air conditioning ("HVAC")
and plumbing service industries. On September 22, 2005 (effective July 31,
2005), BVI acquired its first HVAC subsidiary (see note 4).




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 acquire, produce, finance, develop and distribute motion picture
and television properties and render consulting services to the entertainment
industry.




Principles
of consolidation




The
consolidated financial statements include the accounts and operations of Buckeye
Ventures, Inc., and it's wholly owned subsidiaries; Heating Air Conditioning
Service, Inc., Energy King, Inc, and World Wide Motion Pictures Corporation,
Inc. Inter-company accounts and transactions have been eliminated in
consolidation.




Use of
estimates




The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.


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.





Inventory





Inventory
is 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 less accumulated depreciation and amortization.
Expenditures for additions, renewals, and improvements are capitalized. Costs of
repairs and maintenance are expensed when incurred. Depreciation is provided
using the straight-line method over the estimated useful lives of the assets.
Leasehold improvements are amortized over the shorter of the lease term or the
asset's useful life. 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







8





Intangible
assets




Intangible
assets with finite lives are amortized over their estimated useful lives, which
are three years for software development costs and website development costs,
generally three years for patents and formulas, and five years for good
manufacturing practices. In addition to amortization, intangible assets are
tested at least annually for impairment.





Impairment
of long-lived assets





Property
and equipment and other long-lived assets, including amortizable intangible
assets, are evaluated for impairment whenever events or conditions indicate that
the carrying value of an asset may not be recoverable. 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. There were no impairment losses
recorded in 2006 or 2005.





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.





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 $3,370
were recorded for the nine months ended September 30, 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.





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 September 30, 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 loss per share because their exercise
dates are over twelve months into the future.





Comprehensive
income (loss)





The
Company has no items of other comprehensive income (loss) for the nine months
ended September 30, 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.





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 $175,544 for the nine months ended
September 30, 2006.




Fair
value of financial instruments




The
carrying value of the Company's cash and cash equivalents, accounts receivable,
payables, cash overdrafts, accrued liabilities, and related party 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.





9





Interim
Financial Statements





The
interim consolidated financial statements presented have been prepared by the
Company without audit, and in the opinion of the management, reflect all
adjustments of a normal recurring nature necessary for a fair presentation of
statements of (a) the consolidated results of operations for the nine months
ended September 30, 2006 and 2005, (b) the consolidated financial position at
September 30, 2006 and (c) the consolidated cash flows for the nine months ended
September 30, 2006 and 2005. Interim results are not necessarily indicative of
the results for a full year. The consolidated balance sheet presented as of
December 31, 2005 has been derived from the consolidated financial statements
that have been audited by the Company's independent auditors. The interim
consolidated financial statements should be read in conjunction with that
report.





The
unaudited financial statements as of September 30, 2006 and for the three months
then ended have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with
instructions to Form 10-QSB. The interim consolidated financial statements
presented have been prepared by the Company without audit, and in the opinion of
the management, reflect all adjustments of a normal recurring nature necessary
for a fair presentation of statements of (a) the consolidated results of
operations for the nine months ended September 30, 2006 and 2005, (b) the
consolidated financial position at September 30, 2006 and (c) the consolidated
cash flows for the nine months ended September 30, 2006 and 2005. Interim
results are not necessarily indicative of the results for a full year. The
financial data and other information disclosed in these notes to the interim
financial statements related to these periods are unaudited. The results for the
nine month period ended September 30, 2006 are not necessarily indicative of the
results to be expected for any subsequent quarter of the entire year ending
December 31, 2006. The balance sheet at December 31, 2005 has been derived from
the audited financial statements at that date.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission's rules and regulations. These unaudited financial
statements should be read in conjunction with the audited financial statements
and notes to financial statements included in the World Wide Motion Pictures
Corporation Form 10-KSB/A (filed May 5, 2006) for the annual period ended
December 31, 2005 and the Buckeye Ventures, Inc. Form 8-K/A (filed June 13,
2006).





Reclassification





Certain
prior year amounts have been reclassified to conform to the current year
presentation.




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
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. 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.




10




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.




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.





NOTE
2 - INVENTORY




Inventory
consists of the following as of:




September
      30,
              2006
            
            
            December
      31,
              2005Raw
      materials
            
            $
            -
            
            
            $
            -Work
      in progress
            
            
            -
            
            
            
            -Finished
      goods
            
            
            464,370
            
            
            
            377,303$
            464,370
            
            
            $
            377,303





NOTE - 3  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.




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
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 nine months ended September 30, 2006 would be
$3,889,243, $(642,820), and $(.006), 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.




11


NOTE - 4  ACQUISITIONS




HEATING
& AIR CONDITIONING SERVICES, INC.





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




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




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




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





ENERGY
KING, INC.





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





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




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




Cash
      and cash equivalents
            
            $
            82,944Accounts
      receivable, net
            
            
            219,446Other
      receivables
            
            
            4,259Inventory
            
            
            82,590Prepaid
      expenses and other current assets
            
            
            82,177Property
      and equipment, net
            
            
            78,490Intangible
      assets, net
            
            
            83,668Other
      assets
            
            
            55,107Accounts
      payable
            
            
            (497,726
            )Accrued
      expenses payable
            
            
            (93,622
            )Customer
      deposits and deferred revenue
            
            
            (13,197
            )Debt
            
            
            (443,201
            )Identifiable
      net assets
            
            $
            (359,065
            )




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





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




12




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 f the note. If converted on or
after January 1, 2008, such conversion is at $.35. The interest on the
conversion portion is accrued and payable at any time up to maturity date and
may be pad in common stock at the Company's election. The note may be paid by
the Company in part or in full at anytime without penalty. The note holder is
indemnified against any actions taken by the Company which would otherwise
reduce the initial share value adjusted for any repayments up to that
action.





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





The
operating results of EKI have not been included in the accompanying consolidated
financial statements prior to 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 nine months ended September 30,
2006 would be $5,335,161, $(422,632), and $(.004), 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.





Considering
the operating results of both WWMPC and EKI have not been included in the
accompanying consolidated financial statements for the full nine months ended
September 30, 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 nine
months ended September 30, 2006 would be $5,335,433, $(666,902), and $(.007),
respectively. The pro forma information is not necessarily indicative of the
results that would have been reported had the acquisition actually occurred on
January 1, 2006, nor is it intended to project results of operations for any
future period.





NOTE - 5 PROPERTY AND
EQUIPMENT





Property
and equipment consists of the following as of:





September
      30, 2006
            
            December
      31, 2005Computers
      & equipment
            $
            144,023
            
            $
            1,241Vehicles
            
            149,710
            
            
            52,654Leasehold
      improvements
            
            113,687
            
            
            65,838Total
            
            407,420
            
            
            119,733Accumulated
      depreciation and amortization
            
            (115,817
            )
            
            (10,118
            )Property
      and equipment, net
            $
            291,603
            
            $
            109,615





Depreciation
expense for the nine months ended September 30, 2006 and 2005 was $115,817 and
$10,118, respectively. In 2006, $38,911 and $76,906 were booked in general and
administrative and cost of sales categories respectively through the nine months
ended September 30, 2006.








NOTE - 6 MOTION PICTURE AND TELEVISION
PROPERTIES





Motion
picture and television properties consist of films and television programs
acquired by WWMPC. The majority of WWMPC's motion picture and television
properties were acquired from third parties in exchange for WWMO Common Stock
and WWMO Preferred Stock. The $96,761 net book value of the properties at
September 30, 2006 represents the $100,000 estimated fair value of the
properties at March 1, 2006 (effective date of the Share Exchange) less $3,239
accumulated amortization from March 1, 2006. The estimated fair value at March
1, 2006 was determined in conjunction with an independent valuation of the
motion picture and television properties by using future cash flows of the
respective properties based on historical results and 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.




13




NOTE - 7  NOTES PAYABLE AND LONG-TERM
DEBT





Notes
payable consist of:


September
      30,
              2006
              (Unaudited)
            
            
            December
      31,
              2005Buckeye
      Ventures, Inc., note payable to Pedersen Family Trust at 5% interest for 5
      months, payable in monthly installments of principal and interest of
      $50,000, through February, 2007.
            
            $
            255,215
            
            
            $
            -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.
            
            
            125,000
            
            
            
            200,000Buckeye
      Ventures, Inc. note payable through acquisition to investor at 5.00%
      interest with interest payments beginning October 1, 2006 with all
      principal and accrued interest due by September 30, 2009, secured by
      certain corporate assets (less $1,425,000 contingent
      consideration).
            
            
            1,500,000
            
            
            
            -Buckeye
      Ventures, Inc. note payable through acquisition to investor at 5.00%
      interest with interest payments beginning October 1, 2006 with all
      principal and accrued interest due by September 30, 2009, secured by
      certain corporate assets, (less $475,000 contingent
      consideration).
            
            
            500,000
            
            
            
            -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.
            
            
            24,502
            
            
            
            27,970HACS
      note payable at 9.39% interest in monthly installments of principal of
      $579 through December 12, 2010, secured by truck vehicle.
            
            
            24,277
            
            
            
            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.
            
            
            15,593
            
            
            
            -HACS
      note payable at 9.49% interest in monthly installments of principal and
      interest of $472 through August 9, 2011, secured by truck
      vehicle.
            
            
            22,091
            
            
            
            -HACS
      note payable at 9.49% interest in monthly installments of principal and
      interest of $404 through August 29, 2011, secured by truck
      vehicle.
            
            
            18,941
            
            
            
            -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.
            
            
            36,398
            
            
            
            -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.
            
            
            35,354
            
            
            
            -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.
            
            
            15,823
            
            
            
            -EKI
      note payable to the California Department of Toxic Substances Control in
      settlement of legal action.
            
            
            25,123
            
            
            
            -EKI
      note payable to the California Air Resources Board in settlement of legal
      action.
            
            
            19,296
            
            
            
            -EKI
      note payable to the Sacramento County District Attorney's Office in
      settlement of legal action.
            
            
            55,990WWMPC
      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.
            
            
            5,243
            
            
            
            -WWMPC
      note payable to related party, interest at 0% interest, due on
      demand.
            
            
            17,000
            
            
            
            -Total
            
            
            2,695,846
            
            
            
            315,616Less
      current portion
            
            
            (476,512
            )
            
            
            (269,226
            )Long-term
      debt
            
            $
            2,219,334
            
            
            $
            46,390







14




NOTE - 8 ACCRUED EXPENSES
PAYABLE





Accrued
expenses payable consisted of:




September
      30,
              2006
              (Unaudited)
            
            
            December
      31,
              2005Compensation
      of officers
            
            $
            200,000
            
            
            $
            200,000Other
      compensation, payroll taxes and withholdings
            
            
            93,004
            
            
            
            53,056Interest
            
            
            41,572
            
            
            
            13,282State
      income tax
            
            
            11,897
            
            
            
            10,358Warranty
      reserve
            
            
            66,583
            
            
            
            36,583Other
            
            
            156,614
            
            
            
            11,083Total
            
            $
            569,670
            
            
            $
            324,362




NOTE - 9 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.





At
September 30, 2006, preferred stock consisted of:




Series
            
            Number
      of Shares of
              Preferred
      Stock
            
            Number
      of Shares of
              Common
      Stock
              Convertible
      Into89-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
            
            998,086
            
            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





15





NOTE - 10 COMMON STOCK





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





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





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





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 and also at March 31, 2006, 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 amounts received pursuant to contingent subscription offers liability, a
$80,000 reduction in investment in WWMO, and a $375,000 increase in its
additional paid-in capital.





NOTE - 11 INCOME TAXES





BEYV
expects to file a consolidated income tax return with its subsidiaries for
federal reporting purposes. BEYV, BVI, HACS, WWMPC and its subsidiaries expect
to file separate income tax returns for state reporting purposes.





For the
nine months ended September 30, 2006, income taxes consisted of:




Current:Federal
            
            $
            -State
            
            
            -Total
            
            
            -Deferred:Federal
            
            
            (240,226
            )State
            
            
            (
      19,164
            )Valuation
      allowance
            
            
            259,390Total
            
            
            -Total
      income taxes
            
            $
            -





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




Federal
      income tax at 34%
            
            $
            (152,533
            )State
      income tax, net
            
            
            (45,676
            )Change
      in valuation allowance
            
            
            259,390Total
            
            $
            -





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 September 30, 2006 will be realized. Accordingly, the
Company has provided a 100% allowance against the deferred tax asset in the
financial statements at September 30, 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.





16





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.





NOTE - 12 COMMITMENTS AND
CONTINGENCIES





Operating
leases:





Buckeye
Ventures, Inc. leases its office space (approximately 400 square
feet) under a noncancelable lease agreement executed June 12, 2006. The
lease provides for monthly rental payments of $800 through December 31,
2007.





HACS
leases its office space (approximately 12,000 square feet) under a noncancelable
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.





WWMPC
leases its office space under a one year lease expiring December 2006 at rentals
of $776 per month.





HACS
leases truck vehicles under month to month lease agreements.





For the
nine months ended September 30, 2006, rent expense under operating leases
consisted of:




Buckeye
      Ventures office space
            
            $
            800HACS
      office space
            
            
            22,810WWMPC
      office space
            
            
            2,329HACS
      truck vehicles
            
            
            12,207Total
            
            $
            38,146




At June
30, 2006, the aggregate future minimum lease payments under noncancelable
operating lease agreements were as follows:




Year
      Ended December 31,2006
            
            $
            52,0562007
            
            
            99,6002008
            
            
            90,0002009
            
            
            90,0002010
            
            
            7,500Total
            
            $
            339,156





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, 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, 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 to provide incentive to pursue acquisition
candidates, also provides that in the event that BVI has not acquired a
sufficient number of businesses by September 1, 2007, that could reasonably be
expected to eventually produce an aggregate annual gross revenue of $20,000,000,
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.





17





NOTE
– 13  Restatement of Previously Issued Financial
Statements




The
Company has restated its consolidated balance sheet at September 30, 2006 (which
was previously included in a Form 10-QSB filed with the SEC on November 20,
2006). The purpose of the restatement is to correct errors relating to the
previous accounting of the Share Exchange and the EKI acquisition. The
restatement adjustments had no effect on the reported net loss.





The
effect of the restatement adjustments on the consolidated balance sheet at
September 30,, 2006 follows:





As
      Previously Reported
            
            
            Restatement
      Adjustments
            
            
            As
      RestatedTotal
      current assets
            
            $
            1,609,290
            
            
            $
            -
            
            
            $
            1,609,290Motion
      picture and television properties, net
            
            
            6,257,311
            
            
            
            (6,160,550
            )
            
            
            96,761Goodwill
            
            
            4,054,670
            
            
            
            (1,695,605
            )
            
            
            2,359,065Deferred
      tax asset
            
            
            259,391
            
            
            
            (259,391
            )
            
            
            -Other
      assets
            
            
            451,720
            
            
            
            
            
            
            
            451,720Total
      assets
            
            $
            12,632,382
            
            
            $
            (8,115,546
            )
            
            $
            4,516,836Total
      current liabilities
            
            
            1,993,075
            
            
            
            -
            
            
            
            1,993,075Total
      long-term liabilities
            
            
            4,119,334
            
            
            
            (1,900,000
            )
            
            
            2,219,334Total
      stockholders’ equity
            
            
            6,519,973
            
            
            
            (6,215,546
            )
            
            
            304,427Total
      liabilities and stockholders’ equity
            
            $
            12,632,382
            
            
            $
            (8,115,546
            )
            
            $
            4,516,836








18





Item 2. Management's Discussion and Analysis or Plan of
Operation




Management's
discussion and analysis of financial condition and results of operations should
be read in conjunction with the consolidated financial statements and related
notes.




RESULTS
OF OPERATIONS




Third Quarter
2006




CONSOLIDATED
OVERVIEW




Buckeye
(the "Company") reported consolidated revenues of $3,889,008 in the third
quarter of 2006. The Company expects revenue growth to be in the mid-single
digit range in 2006. The heating ventilation and air conditioning (HVAC)
industry has cyclical components. HVAC operations traditionally have seen higher
sales beginning in the mid-winter months into late January. Sales pick up even
stronger in the late Spring through Summer. The Company believes that positive
factors such a greater consumer awareness of energy conservation through better
HVAC equipment utilization as well as higher consumer confidence and increased
home sales will help it overcome rising fuel costs. The Company continues to
remain focused on acquisitions, top-line sales growth, and increased customer
retention. The Company has incurred expense related to the Share
Exchange/Reverse Acquisition, the development of its HVAC model and preparations
for HVAC acquisitions. The acquisition of EKI has provided the opportunity to
use a well designed and marketable name, Energy King, as its brand. With the
opportunity of combining locally acquired HVAC businesses in specific regions
across the United States and including the logo and name Energy King, a
nationally recognized brand name is possible.




OPERATIONS
REVIEW




HVAC




Currently
there are two subsidiaries within the HVAC operations providing direct HVAC
installation and repair services; Heating & Air Conditioning Services, Inc.
("HACS") and Energy King, Inc. ("EKI"). While HACS was acquired on July 31,
2005, EKI was acquired on September 28, 2006. Consequently, two months of HACS
and none of EKI operational data are included from 2005 with nine months of HACS
and none of EKI 2006 operational data included as of September 30, 2006. Both
HACS and EKI have concentrations of sales in the residential
market.





The HVAC
operations had net income from operations for the nine months ended September
30, 2006 of $235,946, or 6% of net sales compared to a loss of $(12,479) or
(4.4)% of net sales in income from operations at the end of the two months ended
September 30, 2005. We have implemented an integration plan with the HACS
subsidiary which is providing positive operational results. The same plan will
be tailored to EKI and future acquisitions to improve marketing, administration
and sales efforts. The integration plan is comprised of a team of professionals
with experience in the HVAC industry who work with the acquired company's
management and field staff to develop and train their people in techniques to
improve sales. Key components of the integration include, standardized reporting
of operations, customer awareness and support, lead generation and follow
through, focused marketing, employee training and pricing
strategies.





Media




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 nine months ended September 30, 2006 would be
$3,889,243, $(499,167), and $(.004), 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
following table presents selected HVAC, MEDIA, Corporate and Consolidated
financial data for the periods indicated.




Nine
      Months Ended September 30, 2006HVAC
            
            
            Media
            
            
            Corporate
            
            
            ConsolidatedRevenues
            
            $
            3,888,355
            
            
            $
            653
            
            
            $
            -
            
            
            $
            3,889,008Income
      (Loss) from Operations
            
            
            235,946
            
            
            
            (55,977
            )
            
            
            (492,380
            )
            
            
            (312,411
            )Cash
      and cash equivalents
            
            
            216,156
            
            
            
            89,460
            
            
            
            48,685
            
            
            
            354,301Total
      assets
            
            
            2,396,827
            
            
            
            167,438
            
            
            
            2,985,497
            
            
            
            5,549,762Total
      liabilities
            
            $
            1,699,720
            
            
            $
            28,002
            
            
            $
            4,384,687
            
            
            $
            6,112,409




19





HVAC




Approximately
80% of HVAC revenues are generated from residential customers including the
installation of furnaces, boilers, air conditioners, water heaters, radiators
and duct work. The remaining 20% of revenue is generated through the servicing
of customer HVAC needs through preventive maintenance contracts. HACS has 35
employees including management, administration and field staff.




MEDIA




From the
effective date of the share exchange, March 1, 2006, WWMPC has $653 in net
sales. These sales included 78.7% through sub-distribution rights, 13.4% in
compact disk rights and 7.9% other. WWMPC experienced a net loss of $(55,977)
from operations for the seven months ended September 30, 2006.




World
Wide has been in business 29 years and has derived its revenues from the
licensing of its inventory of previously produced films or television
productions. The Company has also received revenue for the marketing and
distribution of products produced or owned by third party producers and
production companies. The generation of revenue in the motion picture and
television industry is highly competitive and could have a material impact on
the Company's financial statements.




GENERAL




HVAC




Buckeye
Ventures, Inc. was incorporated on June 24, 2005 for the purpose of acquiring
and operating businesses in the Heating Ventilation and Air Conditioning (HVAC)
and plumbing industries. Buckeye's objective is to create a nationally
recognized brand for the consumer in that industry. Buckeye plans to acquire,
integrate and grow residential service companies using established systems and
procedures to be carried out by its experienced management team. Buckeye
believes that these low risk, high margin businesses will benefit from best
practices and synergies of multiple locations nationwide with the potential to
realize significant appreciation.




Buckeye
acquired its first residential service location in Heating & Air
Conditioning Services Inc. , which had approximately $4.7 million in revenues in
2005. On September 28, 2006, Energy King, Inc. was acquired. EKI is expected to
provide revenues in excess of $5.0 million in fiscal 2007. Buckeye has assembled
a management team that includes experienced executives and operators in this
industry, with more than 100 years of combined experience on the administrative
and operations side of large multi-location companies. The Company's plan is to
become a significant factor in the industry by providing many small and
mid-sized local and regional operators the opportunity to become part of a
growing national conglomerate.





Buckeye
is in advanced negotiations to acquire companies with revenues totaling over $7
million. Additionally, Buckeye is at various levels of discussion to greatly
increase its combined revenue by acquiring companies representing several
million dollars of combined annual revenues and expects to, in the opinion of
management, accumulate approximately $30 million in combined revenues by year
end 2006 or in the first of quarter of 2007.




HVAC
operations markets its services primarily through yellow pages advertisements,
direct mail, internet sites and co-op arrangements. HACS is an independent
Lennox dealer ranked with Lennox Industries as a Premier Dealer and Circle of
Excellence Award Winner putting it in the top one percent of all residential
Lennox dealers in North America. More than ninety percent of HACS's business is
focused on the residential retail market (existing home owner). HVAC provides
both service and installation of heating, cooling, and indoor air quality
systems specializing in the add-on and replacement markets.




Every
HVAC company competes with many other companies in the sale of its services and
products. The principal methods of competition in like businesses include
quality of service, name recognition, pricing, assurance of customer
satisfaction and reputation. Competition in the market for heating, ventilation
and air conditioning services is strong, created mainly from local,
independently owned firms throughout a given geographic area.




The HVAC
companies have no single customer that accounts for more than 10% of its
operating revenue. No part of the HVAC business is dependent upon a single
customer or related group of customers, the loss of which would have a material
adverse effect on HVAC's financial condition or results of
operations.




HVAC
operations are subject to various federal, state and local laws and regulations,
compliance with which increases their operating costs, limits or restricts the
services provided or the methods by which operations sell those services or
conduct their respective businesses, or subjects its operating segments to the
possibility of regulatory actions or proceedings.




20







HVAC is
also regulated under many federal and state environmental laws, including the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
the Superfund Amendments and Reauthorization Act of 1986, the Resource
Conservation and Recovery Act of 1976, the Emergency Planning and Community
Right-to-Know Act of 1986 and the Clean Water Act of 1977. Buckeye cannot
predict the effect on its operations of possible future environmental
legislation or regulations. During 2005, there were no material capital
expenditures for environmental control facilities and no such material
expenditures are anticipated in 2006.




MEDIA




In fiscal
2005 and the second quarter of 2006, World Wide continued its involvement in a
variety of film and television projects relative to development, acquisition,
packaging, production and marketing/distribution activities.





LIQUIDITY
AND CAPITAL RESOURCES




For the
nine months ended September 30, 2006, the Company experienced a net loss of
$(693,238). At September 30, 2006, the Company had $354,301 in cash and no cash
equivalents. The HVAC, Media and Corporate segments incurred expense due to the
share exchange/reverse acquisition.




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 and no shares of its preferred stock for cash and 64,616 shares of
its common stock for services in the second quarter ended June 30, 2006 and none
in the third quarter ended September 30, 2006.




The
Company's principal liquidity at September 30, 2006 included cash of $354,301
and $498,623 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.





DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS AND MANAGEMENT'S STATEMENT REGARDING
INTERIM PERIOD ADJUSTMENTS




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




Item 3. Controls and Procedures




The
Company's Chief Executive Officer, Alan J. Mintz, the Audit Committee, and the
Company's Secretary Larry Weinstein, have evaluated the Company's disclosure
controls and procedures as of the end of the period covered by this
report.




The
Company's disclosure controls and procedures include a roll-up of financial and
non-financial reporting that is consolidated in the offices of the Chief
Executive Officer and the Audit Committee. The reporting process is designed to
ensure that information required to be disclosed by the Company in the reports
that it files with or submits to the Securities and Exchange Commission is
recorded, processed, summarized and reported under the direction of its Internal
Auditor and Compliance Officer within the time periods specified in the
Securities and Exchange Commission's rules and forms. Based on their evaluation
of the effectiveness of the design and operation of our disclosure controls and
procedures, Messrs. Mintz, Weinstein and the Audit Committee have concluded that(i) our
disclosure controls and procedures are effective at the reasonable assurance
level to ensure that information required to be disclosed by us in reports that
we file or submit under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported in accordance with and within the time
periods specified in Securities and Exchange Commission rules and forms; and
(ii) our disclosure controls and procedures are effective also to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions about required disclosure. Management recognizes that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives and management
necessarily applies its judgment in evaluating the cost-benefit relationship of
possible controls and procedures.




There
were no changes in the Company's internal control over financial reporting that
occurred during the Company's most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.




21





Part
II. Other Information




Item
1. Legal Proceedings




INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS




There are
no material pending legal proceedings to which the Company is a party or to
which any of its assets are subject.




Various
legal actions, governmental investigations and proceedings and claims may be
instituted or asserted in the future by the Company or against the Company
and/or its subsidiaries including those arising out of alleged deficiencies in
the company's products; governmental or industry regulations relating to safety,
financial services; employment-related matters; distributor, exhibitor,
co-producer, vendor, supplier, or other contractual relationships; intellectual
property rights; product warranties and environmental matters. Some of the
foregoing matters involve or may involve compensatory, punitive or anti-trust or
other treble damage claims in varying amounts, environmental remediation
programs, sanctions or other relief which, if granted, would require varying
expenditures.




Litigation
is subject to many uncertainties, and the outcome of individual litigated
matters is not predictable with assurance. The Company does not reasonably
expect, based on its analysis, that any adverse outcome from such matters would
have a material effect on future consolidated financial statements for a
particular year, although such an outcome is possible.




Item
2. Changes in Securities





None








Item
3. Defaults Upon Senior Securities





N/A




Item
4. Submission of Matters to a Vote of Security Holders





N/A





Item 5. Other Information




N/A




Item
6. Exhibits and Reports on Form 8-K




N/A




EXHIBIT
INDEX




Exhibit
      No.
            
            Description
      of Exhibits31.1
            
            Chief
      Executive Officer's Certification Pursuant to Rule 13a-14(a)/15d-14(a) and
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed
      herewith.31.2
            
            Financial
      Officer's Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002. Filed
      herewith.32.1
            
            Chief
      Executive Officer's Certification Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed
      herewith.32.2
            
            Financial
      Officer's Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed
      herewith.99.1
            
            Employment
      agreement  - Varin Larson. Previously filed, November 20,
      2006.99.2
            
            Employment
      agreement  - Alan Hardwick. Previously filed, November 20,
      2006.99.3
            
            Promissory
      note - Varin Larson and Deanna Larson. Previously filed,
      November 20, 2006.99.4
            
            Promissory
      note - Alan Hardwick. Previously filed, November 20,
      2006.







22













SIGNATURES




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




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