UNITED
STATES SECURITIES AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-QSB/A


Amendment
No. 2




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 ____________












Buckeye
Ventures, Inc.


(Exact
name of registrant as specified in its charter)





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




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


(Address
of principal executive offices)





(858)
272-6600


(Issuer’s
telephone number, including area code)





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





1


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





INDEX
TO FINANCIAL STATEMENTS






Financial
              Page
              Number
            
            Sequential
              Page
              NumberConsolidated
      Balance Sheets as of March 31, 2007 (Unaudited) and December 31,
      2006
            
            F-2
            
            3Consolidated
      Statements of Operations for the Three Months Ended March 31, 2007 and
      2006 (Unaudited)
            
            F-3
            
            4Consolidated
      Statement of Changes in Stockholder’s Equity for the Three Months Ended
      March 31, 2007 (Unaudited)
            
            F-4
            
            5Consolidated
      Statements of Cash Flows for the Three Months Ended March 31, 2007 and
      2006 (Unaudited)
            
            F-5
            
            6Notes
      to Consolidated Financial Statements as of March 31, 2007
      (Unaudited)
            
            F-6
      - F-18
            
            18
      - 20






F-2





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS






March 31,
              2007
            
            
            December 31,
              2006ASSETS
            
            (Unaudited)
              (Restated)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
            
            
            2,733,263
            
            
            
            2,359,065Intangible
      assets, net
            
            
            80,761
            
            
            
            82,210Other
      assets, primarily deposits
            
            
            106,488
            
            
            
            103,473Total
      assets
            
            $
            5,085,395
            
            
            $
            4,305,844LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      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
            
            
            
            2,134,777LONG-TERM
      DEBT, NET OF CURRENT MATURITIESNotes
      payable, net of current portion
            
            
            2,289,999
            
            
            
            2,169,148Notes
      payable, related parties, net of current portion
            
            
            24,144
            
            
            
            24,144Total
      long-term liabilities
            
            
            2,314,143
            
            
            
            2,193,292Total
      liabilities
            
            
            5,049,954
            
            
            
            4,328,069Commitments
      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
            
            
            856,207
            
            
            
            856,207Accumulated
      deficit
            
            
            (1,159,066
            )
            
            
            (1,216,732
            )Total
      stockholders’ equity
            
            
            35,441
            
            
            
            (22,225
            )Total
      liabilities and stockholders’ equity
            
            $
            5,085,395
            
            
            $
            4,305,844





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


F-3




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)




Three
      Months Ended
              March
      31,2007
            
            
            2006Revenues,
      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
            
            
            
            —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-4





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






AdditionalPreferred Stock
            
            
            Common Stock
            
            
            Paid-In
            
            
            AccumulatedShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Deficit
            
            
            TotalIssuance
      of stock for services
            
            
            796,869
            
            
            $
            7,969
            
            
            
            79,792,001
            
            
            $
            79,792
            
            
            $
            (12,761
            )
            
            $
            —
            
            
            $
            75,000Net
      loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (196,842
            )
            
            
            (196,842
            )Balance
      at December 31, 2005
            
            
            796,869
            
            
            
            7,969
            
            
            
            79,792,001
            
            
            
            79,792
            
            
            
            (12,761
            )
            
            
            (196,842
            )
            
            
            (121,842
            )Issuance
      of Stock:Share
      exchange reverse acquisition of World Wide Motion Pictures Corporation,
      effective March 1, 2006
            
            
            201,217
            
            
            $
            231,782
            
            
            
            18,670,858
            
            
            $
            18,671
            
            
            $
            (44,900
            )
            
            $
            —
            
            
            $
            205,553Conditional
      stock subscription receipts reversed as a result of delivery of common
      stock by related parties
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            375,000
            
            
            
            —
            
            
            
            375,000Delivery
      of common stock of related parties to general manager of
      HACS
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            18,000
            
            
            
            —
            
            
            
            18,000Delivery
      of common stock of related parties to lender
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            12,000
            
            
            
            —
            
            
            
            12,000Sale
      of common stock of related parties for cash
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            495,000
            
            
            
            —
            
            
            
            495,000Common
      stock issued for cash
            
            
            —
            
            
            
            —
            
            
            
            21,143
            
            
            
            21
            
            
            
            6,179
            
            
            
            —
            
            
            
            6,200Common
      stock issued for services
            
            
            —
            
            
            
            —
            
            
            
            64,616
            
            
            
            65
            
            
            
            7,689
            
            
            
            —
            
            
            
            7,754Net
      loss
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (1,019,890
            )
            
            
            (1,019,890
            )Balance
      at December 31, 2006
            
            
            998,086
            
            
            
            239,751
            
            
            
            98,548,618
            
            
            
            98,549
            
            
            
            856,207
            
            
            
            (1,216,732
            )
            
            
            (22,225
            )Unaudited:
              Net
      income
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            57,666
            
            
            
            57,666Balance
      at March 31, 2007
            
            
            998,086
            
            
            $
            239,751
            
            
            
            98,548,618
            
            
            $
            98,549
            
            
            $
            856,207
            
            
            $
            (1,159,066
            )
            
            $
            35,441







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


F-5





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH
FLOWS


(Unaudited)




Three
      Months Ended
              March
      31,2007
            
            
            2006CASH
      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 ofeffects
      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
            
            
            —
            
            
            
            205,553Acquisition
      of Energy King, Inc. Barnett assets for notes payable
            
            $
            150,000
            
            
            $
            —





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


F-6




BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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





NOTE
– 1 BUSINESS AND ORGANIZATION




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




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




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







NOTE
– 2  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Principles
of consolidation




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





Cash
and cash equivalents




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





Accounts
receivable




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





Accounting
for Allowance for Doubtful Accounts




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




Inventory




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




F-7





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-8







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-9






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.




NOTE
– 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-10





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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





NOTE – 4  SHARE EXCHANGE REVERSE
ACQUISITION




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





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




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





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





NOTE –
5  ACQUISITIONS




HEATING
& AIR CONDITIONING SERVICES, INC.




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





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





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




F-11







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





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




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




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





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





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





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


F-12








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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





NOTE – 6 PROPERTY AND
EQUIPMENT





Property
and equipment consists of:




March
      31, 2007
            
            
            December
      31, 2006Computers
      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.





NOTE – 7OTHER LONG LIVED
ASSETS





Motion
Picture and Television Properties





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




NOTE
– 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-13





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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





The
change in the carrying amount of goodwill is as follows:




Goodwill
      balance as of December 31, 2005
            
            $
            —Goodwill
      related to share exchange with WWMP (see note 4)
            
            
            —Goodwill
      related to acquisition of EKI (see note 5)
            
            
            2,359,065Impairment
      adjustment
            
            
            —Goodwill
      balance as of December 31, 2006
            
            
            2,359,065Goodwill
      related to acquisition of Energy King, Inc. Barnett assets
            
            
            374,198Impairment
      adjustment
            
            
            —Goodwill
      balance as of March 31, 2007
            
            $
            2,733,263





NOTE
– 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 (less
      $1,425,000 contingent consideration).
            
            
            1,500,000
            
            
            
            1,500,000Buckeye
      Ventures, Inc. note payable through acquisition to investor at 5.00%
      interest with interest payments beginning October 1, 2006 with all
      principal and accrued interest due by September 30, 2009, secured by
      certain corporate assets (less $475,000 contingent
      consideration).
            
            
            500,000
            
            
            
            500,000Buckeye
      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.
            
            
            150,000
            
            
            
            150,000Buckeye
      Ventures, Inc. twelve month note payable to investor at 12% on loan from
      October 31, 2006 maturing October 31, 2007.
            
            
            100,000
            
            
            
            100,000Buckeye
      Ventures, Inc. note payable to seller of Barnett assets.
            
            
            150,000
            
            
            
            -Buckeye
      Ventures, Inc. note payable to investors at 10%.
            
            
            540,522
            
            
            
            -HACS
      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-14




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
            
            
            
            17,0003,443,305
            
            
            
            2,830,792Less
      current portion
            
            
            (1,129,162
            )
            
            
            (637,500
            )Long-term
      debt
            
            $
            2,314,143
            
            
            $
            2,193,292







NOTE
– 10  ACCRUED EXPENSES PAYABLE





Accrued
expenses payable consisted of:




March
      31, 2007
              (unaudited)
            
            
            December
      31,
              2006Compensation
      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






NOTE
– 11 EMPLOYEE BENEFIT PLANS





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





F-15







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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





NOTE – 12 PREFERRED STOCK




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




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




NOTE – 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-16







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.





NOTE – 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 31,2006Current—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





F-17








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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





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




NOTE – 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
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,
              2006Buckeye
      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-18




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.





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.




NOTE
– 16  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS




The
Company has restated its consolidated financial statements for the three months
ended March 31, 2007 (which were previously included in the Company’s Form
10-QSB filed with the SEC on May 15, 2007) in order to correct errors relating
to (1) the calculation of goodwill from the reverse acquisition of WWMO on
February 22, 2006, and (2) the calculation of goodwill from the acquisition of
EKI on September 28, 2006.





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





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





The
restatement adjustments had no effect on the reported statements of operations.
The effect of the restatement adjustments on the consolidated balance sheet at
March 31, 2007 follows:


F-19








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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







As
      Previously Reported
            
            
            Adjustments
            
            
            As
      RestatedASSETSTotal
      current assets
            
            $
            1,551,791
            
            
            $
            --
            
            
            $
            1,551,791Property
      and equipment, net
            
            
            613,092
            
            
            
            --
            
            
            
            613,092Goodwill
            
            
            6,125,694
            
            
            
            (3,392,431
            )
            
            
            2,733,263Intangible
      assets, net
            
            
            80,761
            
            
            
            --
            
            
            
            80,761Other
      assets, primarily deposits
            
            
            106,488
            
            
            
            --
            
            
            
            106,488Deferred
      tax asset
            
            
            275,315
            
            
            
            (275,315
            )
            
            
            275,315Total
      assets
            
            $
            8,753,141
            
            
            $
            (3,667,746
            )
            
            $
            5,085,395LIABILITIES AND STOCKHOLDERS'
      EQUITYTotal
      current liabilities
            
            $
            2,735,811
            
            
            $
            --
            
            
            $
            2,735,811Notes
      payable, net of current portion
            
            
            4,214,143
            
            
            
            (1,900,000
            )
            
            
            2,314,143Total
      liabilities
            
            
            6,949,954
            
            
            
            (1,900,000
            )
            
            
            5,049,954Commitments
      and contingencies
            
            
            --
            
            
            
            --
            
            
            
            --STOCKHOLDERS'
      EQUITY:Preferred
      stock
            
            
            239,751
            
            
            
            --
            
            
            
            239,751Common
      stock
            
            
            98,549
            
            
            
            --
            
            
            
            98,549Additional
      paid-in capital
            
            
            2,578,029
            
            
            
            (1,721,822
            )
            
            
            856,207Accumulated
      deficit
            
            
            (1,113,142
            )
            
            
            (45,924
            )
            
            
            (1,159,066
            )Total
      stockholders' equity
            
            
            1,803,187
            
            
            
            (1,767,746
            )
            
            
            35,441Total
      liabilities and stockholders' equity
            
            $
            8,753,141
            
            
            $
            (3,667,746
            )
            
            $
            5,085,395








NOTE
– 17  SUBSEQUENT EVENTS




On
February 6, 2007, the Company filed Schedule 14(c) pursuant to the Company’s
Board of Directors’ 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,
having 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-20






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.





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




Three
      Months Ended March 31, 2007HVAC
            
            
            Media
            
            
            Corporate
            
            
            ConsolidatedRevenues
            
            $
            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
            
            
            
            2,907,717
            
            
            
            5,085,395Total
      liabilities
            
            $
            1,627,390
            
            
            $
            26,304
            
            
            $
            3,396,260
            
            
            $
            5,049,954




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.


21





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.




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.




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.


22




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




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




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




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




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




At
present, we serve the greater Sacramento 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.


23




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.





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.





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.


24




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" 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.




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




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




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.





25







Item
2. Changes in Securities




None





Item
3. Defaults Upon Senior Securities




N/A




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




N/A




Item
5. Other Information




N/A




Item
6. Exhibits and Reports on Form 8-K




N/A


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







26