**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**




WASHINGTON,
      D.C. 20549




**FORM
      10-QSB**




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




For
      the
      quarterly period ended March 31, 2007




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




For
      the
      transition period from ____________ to ____________




Commission
      File No. 0-27454










**Buckeye
      Ventures, Inc.**


(Exact
      name of registrant as specified in its charter)




**Michigan**
            **33-0081215**(State
                or other jurisdiction
            (I.R.S.
                Employer Identification No.)of
                incorporation or organization)




**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 x No o





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


Yes o No x





On
      May
      14, 2007 there were 98,548,619 shares of Registrant’s common stock, $.001 par
      value, issued and outstanding.





Transitional
      Small Business Disclosure Format: YesoNox










**INDEX
      TO FINANCIAL STATEMENTS**






**Financial**
              **Page**
              **Number**
            
            **Sequential**
              **Page**
              **Number**CONSOLIDATED
                BALANCE SHEETS AS OFMARCH
                31, 2007 (UNAUDITED) AND DECEMBER 31, 2006
            
            F-2
            
            5CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2007
                AND
                2006 (UNAUDITED)
            
            F-3
            
            6CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY FOR THE THREE MONTHS ENDEDMARCH
                31, 2007 (UNAUDITED)
            
            F-4
            
            7CONSOLIDATED
                STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2007
                AND
                2006 (UNAUDITED)
            
            F-5
            
            8NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS AS OFMARCH
                31, 2007 (UNAUDITED)
            
            F-6
                - F-18
            
            9
                -
                21









F-1




**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**




**CONSOLIDATED
      BALANCE SHEETS**






**March 31,**
              **2007**
            
            **December 31,**
              **2006****ASSETS**CURRENT
                ASSETS:Cash
                and cash equivalents
            
            $
            295,678
            
            $
            273,976Accounts
                receivable, less allowance for doubtful accounts of $18,000 and $22,515,
                respectively
            
            
            169,887
            
            
            95,058Other
                receivables
            
            
            258,202
            
            
            155,755Inventories
            
            
            554,605
            
            
            554,837Prepaid
                expenses
            
            
            273,419
            
            
            266,426Total
                current assets
            
            
            1,551,791
            
            
            1,346,052Property
                and equipment, net
            
            
            613,092
            
            
            415,044Goodwill
            
            
            6,125,694
            
            
            5,751,496Intangible
                assets, net
            
            
            80,761
            
            
            82,210Other
                assets, primarily deposits
            
            
            106,488
            
            
            103,473Deferred
                tax asset
            
            
            275,315
            
            
            275,315Total
                assets
            
            $
            8,753,141
            
            $
            7,973,590**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****CURRENT
                LIABILITIES:**Accounts
                payable
            
            $
            743,854
            
            $
            711,295Accrued
                expenses
            
            
            583,833
            
            
            593,081Current
                portion of notes payable
            
            
            1,129,162
            
            
            637,500Customer
                deposits and deferred revenue
            
            
            278,962
            
            
            192,901Conditional
                Stock subscription receipts
            
            
            —
            
            
            —Total
                current liabilities
            
            
            2,735,811
            
            
            2,134,777**LONG-TERM
                DEBT, NET OF CURRENT MATURITIES**Notes
                payable, net of current portion
            
            
            4,189,999
            
            
            4,069,148Notes
                payable, related parties, net of current portion
            
            
            24,144
            
            
            24,144Total
                long-term liabilities
            
            
            4,214,143
            
            
            4,093,292Total
                liabilities
            
            
            6,949,954
            
            
            6,228,069Commitments
                and contingencies
            
            
            —
            
            
            —**STOCKHOLDERS’
                EQUITY:**Preferred
                stock, authorized 1,000,000 shares:
              $.01
                par value, 975,086 and 796,869 shares issued and outstanding,
                respectively
            
            
            9,751
            
            
            9,751$10.00
                par value, 23,000 and -0- shares issued and outstanding,
                respectively
            
            
            230,000
            
            
            230,000Common
                stock, authorized 100,000,000 shares, $.001 par value; 98,548,618
                and
                79,792,001 shares issued and outstanding, respectively
            
            
            98,549
            
            
            98,549Additional
                paid-in capital
            
            
            2,578,029
            
            
            2,578,029Accumulated
                deficit
            
            
            (1,113,142
            )
            
            (1,170,808
            )Total
                stockholders’ equity
            
            
            1,803,187
            
            
            1,745,521Total
                liabilities and stockholders’ equity
            
            $
            8,753,141
            
            $
            7,973,590


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




F-2





**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**




**CONSOLIDATED
      STATEMENTS OF OPERATIONS**




**Three
                Months Ended**
              **March
                31,****2007**
            
            **2006**Revenues,
                net
            
            $
            3,086,998
            
            $
            956,601Cost
                of services
            
            
            1,707,075
            
            
            631,055Gross
                profit
            
            
            1,379,923
            
            
            325,546Selling,
                general and administrative expenses
            
            
            1,247,220
            
            
            456,317Operating
                income (loss)
            
            
            132,703
            
            
            (130,771
            )Other
                income (expense)Interest
                income
            
            
            348
            
            
            66Other
                income
            
            
            16
            
            
            —Interest
                expense
            
            
            (72,362
            )
            
            (25,396
            )Total
                other income (expense)
            
            
            (71,998
            )
            
            (25,330
            )Income
                (Loss) before income taxes
            
            
            60,705
            
            
            (156,101
            )Income
                tax expense
            
            
            3,039
            
            
            —Income
                (Loss) from continuing operations and before extraordinary
                item
            
            
            57,666
            
            
            (156,101
            )Net
                Income (Loss)
            
            $
            57,666
            
            $
            (156,101
            )Income
                (Loss) per share: Basic and diluted
            
            $
            .00
            
            $
            (.00
            )Shares
                used in computing income (loss) per share:Basic
            
            
            98,548,618
            
            
            86,015,620Diluted
            
            
            98,548,618
            
            
            86,015,620






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







F-3




**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**




**CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS’ EQUITY**




**For
      The Three Months Ended March 31, 2007 and the Period June 24, 2005 (Inception)
      to December 31, 2006**






**Additional****Preferred Stock**
            
            **Common Stock**
            
            **Paid-In**
            
            **Accumulated****Shares**
            
            **Amount**
            
            **Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Total**Issuance
                of stock for services
            
            
            796,869
            
            $
            7,969
            
            
            79,792,001
            
            $
            79,792
            
            $
            (12,761
            )
            $
            —
            
            $
            75,000Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (196,842
            )
            
            (196,842
            )Balance
                at December 31, 2005
            
            
            796,869
            
            $
            7,969
            
            
            79,792,001
            
            $
            79,792
            
            $
            (12,761
            )
            $
            (196,842
            )
            $
            (121,842
            )Issuance
                of Stock:Share
                exchange reverse acquisitionof
                World Wide Motion PicturesCorporation,
                effective March 1,2006
            
            
            201,217
            
            
            231,782
            
            
            18,670,858
            
            
            18,671
            
            
            1,706,922
            
            
            —
            
            
            1,957,375Conditional
                stock subscription receipts reversed as a result of delivery of common
                stock by related parties
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            375,000
            
            
            —
            
            
            375,000Sale
                of common stock of related parties for cash
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            495,000
            
            
            —
            
            
            495,000Common
                stock issued for cash
            
            
            —
            
            
            —
            
            
            21,143
            
            
            21
            
            
            6,179
            
            
            —
            
            
            6,200Common
                stock issued for services
            
            
            —
            
            
            —
            
            
            64,616
            
            
            65
            
            
            7,689
            
            
            —
            
            
            7,754Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (973,966
            )
            
            (973,966
            )Balance
                at December 31, 2006
            
            
            998,086
            
            $
            239,751
            
            
            98,548,618
            
            $
            98,549
            
            $
            2,578,029
            
            $
            (1,170,808
            )
            $
            1,745,521Net
                income
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            57,666
            
            
            57,666Balance
                at March 31, 2007
            
            
            998,086
            
            $
            239,751
            
            
            98,548,618
            
            $
            98,549
            
            $
            2,578,029
            
            $
            (1,113,142
            )
            $
            1,803,187




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










F-4


**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**




**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**




**Three
                Months Ended**
              **March
                31,****2007**
            
            **2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income (loss)
            
            $
            57,666
            
            $
            (156,101
            )Adjustments
                to reconcile net income (loss) to net cash provided by
                operating activities—Shares
                issued to lender and charged to interest expense
            
            
            —
            
            
            12,000Depreciation
                and amortization expense
            
            
            31,750
            
            
            7,668Changes
                in operating assets and liabilities, net of
              effects
                of acquisitions—(Increase) decrease in—Receivables,
                net
            
            
            (74,829
            )
            
            (11,285
            )Inventories
            
            
            232
            
            
            (45,217
            )Prepaid
                expenses and other current assets
            
            
            (6,993
            )
            
            31,263Accounts
                payable
            
            
            32,559
            
            
            (12,763
            )Accrued
                expenses
            
            
            (9,246
            )
            
            (13,703
            )Customer
                deposits and deferred revenue
            
            
            86,061
            
            
            29,249Net
                cash provided by (used in) operating activities
            
            
            117,200
            
            
            (158,889
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchases
                of property and equipment
            
            
            (84,720
            )
            
            (6,999
            )Cash
                acquired in connection with acquisition of World Wide Motion Pictures
                Corporation
            
            
            —
            
            
            98,382Proceeds
                from acquisition
            
            
            (74,605
            )
            
            —Purchase
                of other assets
            
            
            (194,477
            )
            
            —Net
                cash (used in) provided by investing activities
            
            
            (353,802
            )
            
            91,383CASH
                FLOWS FROM FINANCING ACTIVITIES:Repayments
                of notes payable and long-term debt
            
            
            —
            
            
            (62,476
            )Increase
                in notes payable
            
            
            195,000
            
            
            —Proceeds
                from sales of common stock
            
            
            —
            
            
            51,500Net
                cash provided by (used in) financing activities
            
            
            195,000
            
            
            (10,976
            )NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            (41,602
            )
            
            (78,482
            )CASH
                AND CASH EQUIVALENTS, at beginning of period
            
            
            337,280
            
            
            415,762CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            295,678
            
            $
            337,280Supplemental
                disclosures of cash flow information:Interest
                paid
            
            $
            72,362
            
            $
            1,396Income
                taxes paid
            
            
            800
            
            
            —Reverse
                acquisition of World Wide Motion Pictures Corporation for
                stock
            
            
            —
            
            
            1,957,375Acquisition
                of Energy King, Inc. Barnett assets for notes payable
            
            $
            150,000
            
            $
            —






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







F-5


BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





**1
      -** **BUSINESS
      AND ORGANIZATION**




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




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




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







**2
      - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




***Principles
      of consolidation***




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





***Cash
      and cash equivalents***




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





***Accounts
      receivable***




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





***Accounting
      for Allowance for Doubtful Accounts***




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




***Inventory***




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







F-6




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





***Property
      and Equipment***




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





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





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




***Goodwill***




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




***Long-Lived
      Assets***




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




***Revenue
      recognition and deferred revenue***




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





***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 $2,894
      and $810 were recorded for the three months ended March 31, 2007 and 2006,
      respectively.





***Concentration
      of suppliers***




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





***Warranty
      Costs***




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




F-7




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





***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 March 31, 2007 and December 31, 2006,
      the Company had notes payable with convertible opportunities after specified
      periods of time into shares of common stock, They are potentially dilutive
      common shares but are not included in the computation of diluted loss per share
      because their inclusion would have been anti-dilutive.





***Comprehensive
      income (loss)***




The
      Company has no items of other comprehensive income (loss) for the three months
      ended March 31, 2007 or the year ended December 31, 2006.





***Income
      Taxes***




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





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




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




***Advertising***




Advertising
      costs are charged to expense as incurred. Advertising costs are included in
      selling, general, and administrative expenses on the accompanying consolidated
      statements of operations and totaled $351,253 and $68,730 for the three months
      ended March 31, 2007 and 2006, respectively.




***Fair
      value of financial instruments***




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





***Recently
      issued accounting pronouncements***




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





F-8




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)







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




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





***Segment
      Disclosure***




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




***Use
      of Estimates***




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




***Concentrations
      of Credit Risk***




The
      Company provides services in a broad range of geographic regions. The Company’s
      credit risk primarily consists of receivables from a variety of customers
      including general contractors, property owners and developers, and commercial
      and industrial companies. The Company regularly reviews its accounts receivable
      and estimates an allowance for uncollectible amounts. The Company has a diverse
      customer base, with no single customer accounting for more than 1% of
      consolidated revenues for the three months ended March 31, 2007.




***Reclassifications***




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




**3
      - INVENTORY**




Inventory
      consists of the following as of:




March
                31, 2007
            
            December
                31, 2006Raw
                materials
            
            $
            3,522
            
            $
            3,173Work
                in progress
            
            
            —
            
            
            —Finished
                goods
            
            
            551,083
            
            
            551,664$
            554,605
            
            $
            554,837







F-9




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)








**4
      - SHARE EXCHANGE REVERSE ACQUISITION**




On
      February 22, 2006, effective March 1, 2006, the Share Exchange Agreement between
      WWMO, BVI, and BVI's two stockholders closed. As a result of the exchange,
      BVI
      became a wholly owned subsidiary of WWMO and BVI's two stockholders increased
      their ownership of WWMO to 79,792,001 shares of common stock and 796,869 shares
      of preferred stock, representing 81% of WWMO's outstanding common stock and
      preferred stock after the exchange. Also, BVI's two stockholders were elected
      as
      directors and appointed as officers of WWMO. Accordingly, BVI has been
      considered the acquirer for accounting purposes and "reverse acquisition"
      accounting has been used in the accompanying consolidated financial
      statements.





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




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





The
      $1,751,822 excess of the estimated fair value of the shares of WWMO common
      stock
      and preferred stock retained by stockholders other than BVI's two stockholders
      ($1,957,375) over the identifiable net assets of WWMO at March 1, 2006
      ($205,553) has been reflected as goodwill.





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





**5
      -**  **ACQUISITIONS**




***HEATING
      & AIR CONDITIONING SERVICES, INC.***




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




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





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







F-10




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





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





***ENERGY
      KING, INC.***




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




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




Cash
                and cash equivalents
            
            $
            82,944Accounts
                receivable, net
            
            
            219,446Other
                receivables
            
            
            4,259Inventory
            
            
            82,590Prepaid
                expenses and other current assets
            
            
            82,177Property
                and equipment, net
            
            
            78,490Intangible
                assets, net
            
            
            83,668Other
                assets
            
            
            55,107Deferred
                tax asset
            
            
            259,391Accounts
                payable
            
            
            (497,726
            )Accrued
                expenses payable
            
            
            (93,622
            )Customer
                deposits and deferred revenue
            
            
            (13,197
            )Debt
            
            
            (443,201
            )Identifiable
                net assets
            
            $
            (99,674
            )




Goodwill
      of $3,999,674 (excess of the $3,900,000 purchase price over the identifiable
      net
      assets of EKI) was recorded in September 2006.





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





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





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.








F-11




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





**6** - **PROPERTY
      AND EQUIPMENT**





Property
      and equipment consists of:




**March
                31, 2007**
            
            **December
                31, 2005**Computers
                and equipment
            
            $
            287,001
            
            $
            165,438Vehicles
            
            
            341,174
            
            
            259,574Leasehold
                improvements
            
            
            159,497
            
            
            126,792Motion
                picture and television properties
            
            
            100,000
            
            
            100,000Total
            
            
            887,672
            
            
            651,804Accumulated
                depreciation and amortization
            
            
            (274,580
            
            
            (236,760
            )Property
                and equipment, net
            
            $
            613,092
            
            $
            415,044




Depreciation
      expense of $25,337 and $9,764 was recorded for the three months ended March
      31,
      2007 and 2006, respectively.





**7** - **OTHER
      LONG LIVED ASSETS**





***Motion
      Picture and Television Properties***





Motion
      picture and television properties consist of films and television programs
      produced or acquired by WWMPC of which 100 are represented in the financial
      statements. The majority of WWMPC's motion picture and television properties
      were acquired from third parties in exchange for WWMO Common Stock and WWMO
      Preferred Stock. The $6,260,550 estimated fair value of the properties at
      March 1, 2006 (effective date of the Share Exchange) was subsequently
      independently valuated and reduced to $100,000. In conjunction with an
      independent valuation of the motion picture and television properties, the
      estimated fair value at March 31, 2006 was determined according to SFAS
      No. 144, *Accounting
      for the Impairment or Disposal of Long-Lived Assets* and SFAS
      No. 139, *Accounting
      by Producers or Distributors of Films* by using
      future cash flows of the respective properties based on historical results
      and
      managements’ estimates of future net revenues. Actual future revenues from the
      properties may differ materially from such estimates as a result of many
      factors, including the amount of capital available to effectively exploit the
      properties.




**8
      -** **** **GOODWILL**




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




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




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




The
      Company has not recorded goodwill impairment charges for the three months ended
      March 31, 2007 or the year ended December 31, 2006.




F-12




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





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




Goodwill
                balance as of December 31, 2005
            
            $
            —Goodwill
                related to share exchange with WWMP (see note 4)
            
            
            1,751,822Goodwill
                related to acquisition of EKI (see note 5)
            
            
            3,999,674Impairment
                adjustment
            
            
            —Goodwill
                balance as of December 31, 2006
            
            $
            5,751,496Goodwill
                related to acquisition of Energy King, Inc. Barnett assets
            
            
            374,198Impairment
                adjustment
            
            
            —Goodwill
                balance as of March 31, 2007
            
            $
            6,125,694





**9
      -**  **NOTES
      PAYABLE AND LONG-TERM DEBT**





Notes
      payable consist of:





**March
                31, 2007**
            
            **December
                31, 2006**(unaudited)Buckeye
                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.
            
            $
            58,220
            
            $
            130,215Buckeye
                Ventures, Inc. note payable to investor at 24% interest with principal
                and
                accrued interest due by December 31, 2007, secured by certain corporate
                assets.
            
            
            157,087
            
            
            162,530Buckeye
                Ventures, Inc. note payable through acquisition to investor at 5.00%
                interest with interest payments beginning October 1, 2006 with all
                principal and accrued interest due by September 30, 2009, secured
                by
                certain corporate assets.
            
            
            2,925,000
            
            
            2,925,000Buckeye
                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.
            
            
            975,000
            
            
            975,000Buckeye
                Ventures, Inc. multiple twelve month notes payable to investor at
                10% on
                loans from October 17, 2006 through December 8, 2006 maturing in
                October
                and December 2007.
            
            
            840,522
            
            
            150,000Buckeye
                Ventures, Inc. twelve month note payable to investor at 12% on loan
                from
                October 31, 2006 maturing October 31, 2007.
            
            
            100,000
            
            
            100,000HACS
                note payable to seller of HACS (repaid in 2006).
            
            
            -
            
            
            -HACS
                note payable at 9.55% interest with principal and interest payments
                of
                $596 through November 7, 2010, secured by truck vehicle.
            
            
            23,290
            
            
            23,290HACS
                note payable at 9.39% interest in monthly installments of principal
                of
                $579 through December 12, 2010, secured by truck vehicle.
            
            
            23,100
            
            
            23,100HACS
                note payable at 10.95% interest in monthly installments of principal
                and
                interest of $349 through July 4, 2011, secured by truck
                vehicle.
            
            
            14,966
            
            
            14,966HACS
                note payable at 9.49% interest in monthly installments of principal
                and
                interest of $472 through August 9, 2011, secured by truck
                vehicle.
            
            
            21,193
            
            
            21,193HACS
                note payable at 9.49% interest in monthly installments of principal
                and
                interest of $404 through August 29, 2011, secured by truck
                vehicle.
            
            
            18,171
            
            
            18,171






F-13




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





EKI
                note payable to related party at 5.00% interest for 24 months, beginning
                Oct 1, 2006, with a balloon payment of $ 36,398.29 principle + 3,819.70
                interest (24 months interest), payable in monthly installments of
                principal and interest of $0.
            
            
            38,921
            
            
            38,921EKI
                note payable to Tri-County Bank at 9.05% interest for 55 months payable
                in
                monthly installments of principal and interest of $831.25 through
                January
                19, 2011, secured by truck vehicle.
            
            
            33,077
            
            
            33,648EKI
                note payable to River City Bank at 4.87% interest for 60 months payable
                in
                monthly installments of principal and interest of $350.32 through
                November
                2010, secured by truck vehicle.
            
            
            14,968
            
            
            14,968EKI
                note payable to the California Department of Toxic Substances Control
                in
                settlement of legal action.
            
            
            12,561
            
            
            12,561EKI
                note payable to the California Air Resources Board in settlement
                of legal
                action.
            
            
            9,648
            
            
            9,648EKI
                note payable to the Sacramento County District Attorney’s Office in
                settlement of legal action.
            
            
            55,990
            
            
            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.
            
            
            4,591
            
            
            4,591WWMPC
                note payable to related party, interest at 0% interest, due on
                demand.
            
            
            17,000
            
            
            17,0005,343,305
            
            
            4,730,792Less
                current portion
            
            
            (1,129,162
            )
            
            (637,500
            )Long-term
                debt
            
            $
            4,214,143
            
            $
            4,093,292





Other
      long-term debt consists of an EKI $75,286 settlement and final judgment amount
      with the Consumer and Environmental Protection Division of the Superior Court
      of
      California, county of Sacramento dated September 21, 2006. It consists of three
      scheduled payment amounts; $25,123, $19,296 and $55,990, of which, the $25,123
      has been paid in 2006.




**10
      - ACCRUED EXPENSES PAYABLE**





Accrued
      expenses payable consisted of:




**Three
                Months Ended**
              **March
                31, 2007**
              **(unaudited)**
            
            **December
                31,**
              **2006**Compensation
                of officers
            
            $
            260,417
            
            $
            225,000Other
                compensation, payroll taxes and withholdings
            
            
            105,315
            
            
            142,698Interest
            
            
            84,511
            
            
            71,645State
                income tax
            
            
            ---
            
            
            ---Warranty
                reserve
            
            
            84,082
            
            
            66,582Other
            
            
            49,508
            
            
            87,156Total
            
            $
            583,833
            
            $
            593,081






**11.
      Employee Benefit Plans**





Buckeye’s
      wholly owned subsidiary, Energy King, Inc., provides a qualified deferred
      arrangement 401(k) plan whereby employees may contribute up to 25% of gross
      compensation to the plan. The Company matches employee contributions up to
      4% of
      the employees’ wages. The plan also allows the Company to make optional
      non-elective contributions into the plan for those employees that have worked
      over 500 hours and are employed at the end of the plan year. There were no
      Company contributions during the three months ended March 31, 2007.





F-14


BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





**12
      -**  **PREFERRED
      STOCK**




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




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





At
      December 31, 2006, preferred stock consisted of:




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







*$10.00
                Par Value:*88-A
            
            
            20,000
            
            
            4,00001-P
            
            
            2,000
            
            
            -03-V
            
            
            1,000
            
            
            -$10.00
                par value total
            
            
            23,000
            
            
            4,000Total
                Preferred Stock
            
            
            998,086
            
            
            259,268




**13
      -**  **COMMON
      STOCK**





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





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





F-15


BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





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





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





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





**14
      -**  **INCOME
      TAXES**




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




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




**Year Ended**
              **December 31,2006**Current—Federal
            
            $
            —State
            
            
            10,599Total
                current
            
            
            10,599Deferred—Federal
            
            
            (632,815
            )State
            
            
            (34,009
            )Valuation
                allowance
            
            
            666,824Total
                deferred
            
            
            —Total
                income taxes
            
            $
            10,599





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





Federal
                income tax at 34%
            
            
            (327,545
            )State
                income tax, net
            
            
            6,995Change
                in valuation allowance
            
            
            331,149Total
            
            $
            10,599





Management
      has not determined it to be more likely than not that any portion of the
      deferred tax asset attributable to the future utilization of the net operating
      loss carryforwards as of December 31, 2006 will be realized. Accordingly, the
      Company has provided a 100% allowance against the deferred tax asset in the
      financial statements at March 31, 2007. The Company will continue to review
      this
      valuation allowance and make adjustments as appropriate. The net operating
      loss
      carryforwards are available in varying amounts through year 2026 to offset
      future taxable income. Current tax laws limit the amount of loss available
      to be
      offset against future taxable income when a substantial change in ownership
      occurs. Therefore, the amount available to offset future taxable income will
      be
      limited.




F-16


BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





**15
      -**  **COMMITMENTS
      AND CONTINGENCIES**





***Operating
      leases:***




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





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





EKI
      leases its office space (approximately 4,000 square feet) under a month-to-month
      lease with a rental of $2,700 per month at Sacramento and $1,800 per month
      for
      its Riverbank operations, and negotiations are underway to extend the
      leases.





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





HACS
      leases truck vehicles under month to month lease agreements.





For
      the
      for the three months ended March 31, 2007 and the year ended December 31, 2006,
      rent expense under operating leases consisted of:




**Three
                Months Ended March 31, 2007**
              **(unaudited)**
            
            **December
                31,**
              **2006**Buckeye
                Ventures Corporate office space
            
            $
            3,849
            
            $
            12,827HVAC
                office space
            
            
            36,000
            
            
            107,267HVAC
                truck vehicles
            
            
            26,923
            
            
            53,360WWMPC
                office space
            
            
            2,533
            
            
            7,785Total
            
            $
            69,305
            
            $
            181,239







At
      March
      31, 2007 and December 31, 2006, the aggregate future minimum lease payments
      under non-cancelable operating lease agreements were as follows:




**Year
                Ended March 31,**2008
            
            $
            157,6282009
            
            
            100,2112010
            
            
            112,6362011
            
            
            29,1002012
            
            
            —Total
            
            $
            399,575




***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.





F-17


BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2007 (Unaudited)





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





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





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





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





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





***Contingency:***




***Claims
      and Lawsuits***




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




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




**16
      - Subsequent Events**




On
      February 6, 2007, the Company filed schedule 14(c) pursuant to t he
      Company’s Board of Directors’ has approval, with shareholders owning 74,267,490
      or 75.3% % of the shares of the Company’s common stock outstanding and
      796,869 or 79.84% of the shares of the Company's preferred stock outstanding
      as
      of March 29, 2007, have consented in writing to the action authorizing the
      increase in the authorized shares of common stock from 100,000,000 shares to
      150,000,000 shares and the authorized shares of preferred stock from 1 million
      shares to 3,000,000 shares.




F-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**




**First
      Quarter 2007**




CONSOLIDATED
      OVERVIEW




Buckeye
      (the "Company") reported consolidated revenues of $3,086,998 in the first
      quarter of 2007 which is $2,130,397 over the $956,601 for the first three months
      of 2006. The Company expects revenue growth to continue in proportion to future
      acquisitions’ revenue streams. 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




Currently
      there are three operational locations providing direct HVAC installation and
      repair services; Heating & Air Conditioning Services, Inc. ("HACS") and
      Energy King, Inc. in Sacramento, California ("EKIS") and Energy King, Inc.’s
      Barnett Heating and Air near Modesto, California (“EKIB”). While HACS was
      acquired on July 31, 2005, EKIS was acquired on September 28, 2006 and EKIB
      on
      January 1, 2007.




The
      HVAC
      operations had net income from operations for the three months ended March
      31,
      2007 of $387,280, or 12.5% of net sales compared to a loss of $(62,474) or
      (6.8)% of net sales in income from operations for the three months ended March
      31, 2006. The integration plan used with HACS is providing positive operational
      results there as well as with EKIS and EKIB. The same plan will be tailored
      to
      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.








22




The
      following table presents selected HVAC, MEDIA, Corporate and Consolidated
      financial data for the period indicated.




**Three
                Months Ended March 31, 2007****HVAC**
            
            **Media**
            
            **Corporate**
            
            **Consolidated**Revenues
            
            $
            3,086,998
            
            $
            ---
            
            $
            ---
            
            $
            3,086,998Income
                (Loss) from Operations
            
            
            387,280
            
            
            (24,287
            )
            
            (230,290
            )
            
            132,703Cash
                and cash equivalents
            
            
            211,317
            
            
            79,298
            
            
            5,063
            
            
            295,678Total
                assets
            
            
            1,924,145
            
            
            253,533
            
            
            6,575,463
            
            
            8,753,141Total
                liabilities
            
            $
            1,627,390
            
            $
            26,304
            
            $
            5,296,260
            
            $
            6,949,954




The
      operational plan implemented by Buckeye Management resulted in an increase
      in
      gross profit of 11% in the first three months of 2007 to 45% compared to 34%
      for
      the first three months of 2006. A focused effort on cost controls and strategic
      vendor alliances has helped reduce the cost-of-services which resulted in the
      increased profit margins.





Selling,
      general and administrative expenses were also reduced in the first three months
      of 2007 as compared with the first three months of 2006 by 7.3% as a percent
      of
      net revenues. Costs increased significantly overall, but as a percent of net
      revenues, they were reduced. Marketing expenses grew to 28% of total expenses
      in
      the first quarter of 2007, and non-cost-of-service salaries jumped to 51.4%
      of
      total expenses in the same period. Accounting, legal and other professional
      costs increased over $41,123 to 3.3% of total expenses for the three months
      ended March 31, 2007. Rent expenses increased $20,994 to 3.6% of costs in the
      first three months of 2007. Insurance increased 62,981 in the first quarter
      of
      2007 over the same period in 2006 to represent 6.6% of costs.





Interest
      expense increased $46,966 in the first three months of 2007 to $72,362 over
      the
      same period in 2006.





The
      increased revenues, controlled costs of services as well as selling, general
      and
      administrative costs clearly highlight the efficacy of Buckeye’s business
      philosophy. A philosophy designed to bring proven techniques for increasing
      leads which result in sales. A philosophy of cost controls and cost
      consciousness at all levels of the company. A philosophy of training the
      salesmen and technicians in better techniques. The improved stature of Buckeye
      in the first quarter of 2007 as compared to the same period of 2006 is directly
      related to sound business decisions in the identification of prime candidates
      for acquisition, negotiating the best deal possible for all parties involved
      and
      increasing the consolidated results as a consequence of the acquisitions. With
      the three subsidiaries, Heating Air Conditioning Services, Energy King, Inc.
      -
      Sacramento and Energy King, Inc. Barnett, all contributing three months of
      sales
      for the first quarter of 2007 as compared to only one HVAC subsidiary, HACS,
      in
      the first quarter of 2006, the soundness of the Buckeye mission is
      clear.





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







23




General




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




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




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




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




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




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




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







24




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




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




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




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




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




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




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







25




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




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




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




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




**HVAC/PLUMBING
      SERVICES**




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







26




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




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




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




**Governmental
      Regulation and Environmental Matters**




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




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




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





27




**LIQUIDITY
      AND CAPITAL RESOURCES**




For
      the
      three months ended March 31, 2007, the Company experienced net income of
      $57,666. At March 31, 2007, the Company had $309,209 in cash and no cash
      equivalents.




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 400,000 shares of its
      common stock and no shares of its preferred stock for services in the first
      quarter ended March 31, 2007.




The
      Company's principal liquidity at March 31, 2007 included cash of $309,209 and
      $169,887 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" within the meaning of Section 27A of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934,
      as amended, 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, its Chief Financial Officer,
      Henry S. Leonard, 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, Chief Financial Officer and the Audit Committee.








28




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. Messrs. Mintz, Leonard, Weinstein and the Audit Committee
      have
      concluded that both the design and operation of the Company's disclosure
      controls and procedures are effective.




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.





**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





29




**Item
      6. Exhibits and Reports on Form 8-K**




N/A


**INDEX
      OF EXHIBITS**




Incorporated by Reference to the
                Exhibit Indicated Below and to the
                Filing with the Commission Indicated
                BelowExhibit
                Number
            
            
            
            Description
                of Exhibits
            
            
            Exhibit
                Number
            
            
            Filing or
                File Number31.1
            
            
            --
            Rule
                13a-14(a) Certification of Alan J. Mintz pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002
            
            
            31.1
            
            
            2007
                Form 10-QSB For QE-03/31/07 Filed Herewith31.2
            
            
            --
            Rule
                13a-14(a) Certification of Henry S. Leonard pursuant to Section 302
                of the
                Sarbanes-Oxley Act of 2002
            
            
            31.2
            
            
            2007
                Form 10-QSB For QE-03/31/07 Filed Herewith32.1
            
            
            --
            Section
                1350 Certification of Alan J. Mintz pursuant to Section 906 of the
                Sarbanes-Oxley Act of 2002
            
            
            32.1
            
            
            2007
                Form 10-QSB For QE-03/31/07 Filed Herewith32.2
            
            
            --
            Section
                1350 Certification of Henry S. Leonard pursuant to Section 906 of
                the
                Sarbanes-Oxley Act of 2002
            
            
            32.2
            
            
            2007
                Form 10-QSB For QE-03/31/07 Filed
                Herewith











**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.Date:
                May 15, 2007
            
            By:
            /s/
                ALAN J. MINTZAllan
                J. Mintz*Chief
                Executive Officer & President*Date:
                May 15, 2007
            
            By:
            /s/
                HENRY S. LEONARDHenry
                S. Leonard*Chief
                Financial Officer*
              *and
                Chief Accounting Officer*







30