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, 2006




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)




WORLD
WIDE MOTION PICTURES CORPORATION


2120 Main St. Suite 180, Huntington
Beach, CA 92648


(Former
name, former address and former fiscal year, if changed since last
report)





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 August
2, 2006 there were : 98,548,618 shares of Registrant’s common stock, $.001 par
value, issued and outstanding.




Transitional Small Business Disclosure Format: Yes o No x














FORWARD-LOOKING STATEMENTS


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




Part
I. Financial Information




Item
1. Financial Statements






BUCKEYE VENTURES, INC. and
SUBSIDIARIES


Index
to Financial Statements










Financial
      Statements:
            Page
            
            Sequential
              Page
              NumberBUCKEYE VENTURES,
      INC.Consolidated
      Balance Sheets as of March 31, 2006 and December 31,
      2005
            F-2
            
            3Consolidated
      Statement of Operations for the three months ended March 31,
      2006
            F-3
            
            4Consolidated
      Statement of Cash Flows for the three months ended March 31,
      2006
            F-4
            
            5Notes
      to Consolidated Financial Statements
            F-5 - F-11
            
            6-12














F-1







BUCKEYE
VENTURES, INC. and SUBSIDIARIES






CONSOLIDATED
BALANCE SHEETS




March
      31,
              2006
              (Unaudited)
            
            
            December
      31,
              2005ASSETSCurrent
      Assets:Cash and cash equivalents
            
            $
            337,280
            
            
            $
            415,762Accounts receivable, net of allowance for doubtful accounts of $65,848 and
      $80,000,
              respectively
            
            
            190,236
            
            
            
            178,951Other receivable
            
            
            17,500
            
            
            
            17,500Inventory
            
            
            422,520
            
            
            
            377,303Prepaid expenses and other current assets
            
            
            78,439
            
            
            
            91,702Investment in World Wide Motion Pictures Corporation
            
            
            -
            
            
            
            80,000Total
      current assets
            
            
            1,045,975
            
            
            
            1,161,218Motion picture and television properties, net of accumulated
              amortization
      of $463 and $0, respectively
            
            
            99.537
            
            
            
            -Property and equipment, net of accumulated depreciation of $33,484 and
      $10,118, respectively
            
            
            143,685
            
            
            
            109,615Other assets
            
            
            7,500
            
            
            
            7,500Total
      assets
            
            $
            1,296,697
            
            
            $
            1,278,333LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Notes
      payable and current portion of long-term debt
            
            $
            233,340
            
            
            $
            269,226Accounts
      payable
            
            
            322,066
            
            
            
            330,178Accrued
      expenses payable
            
            
            310,659
            
            
            
            324,362Customer
      deposits and deferred revenue
            
            
            54,268
            
            
            
            25,019Amounts
      received pursuant to contingent subscription offers
            
            
            -
            
            
            
            405,000Total
      current liabilities
            
            
            920,333
            
            
            
            1,353,785Long-term
      debt
            
            
            43,754
            
            
            
            46,390Total
      liabilities
            
            
            964,087
            
            
            
            1,400,175Stockholders'
      equity:Preferred
      Stock, 1,000,000 shares authorized:$0.01 par value, issued and outstanding 975,086 and 796,869 shares,
      respectively
            
            
            9,751
            
            
            
            7,969$10.00
      par value, issued and outstanding 23,000 and 0 shares,
      respectively
            
            
            230,000
            
            
            
            -Common
      Stock, 100,000,000 shares authorized:$0.001 par value, issued and outstanding 98,462,859 and 79,792,001 shares,
      respectively
            
            
            98,463
            
            
            
            79,792Additional
      paid-in capital
            
            
            347,339
            
            
            
            (12,761
            )Accumulated
      deficit
            
            
            (352,943
            )
            
            
            (196,842
            )Total
      stockholders' equity (deficit)
            
            
            332,610
            
            
            
            (121,842
            )Total
      liabilities and stockholders' equity
            
            $
            1,296,697
            
            
            $
            1,278,333




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


F-2





BUCKEYE
VENTURES, INC. and SUBSIDIARIES


CONSOLIDATED
STATEMENT OF OPERATIONS (Unaudited)




Three
      Months Ended
              March
      31,2006
            
            
            2005Net
      sales
            
            $
            956,601
            
            
            $
            -Cost
      of sales
            
            
            631,055
            
            
            
            -Gross profit
            
            
            325,546
            
            
            
            -Selling,
      general and administrative expenses
            
            
            456,317
            
            
            
            -Loss
      from operations
            
            
            (130,771
            )
            
            
            -Interest
      income
            
            
            66
            
            
            
            -Interest
      expense
            
            
            (25,396
            )
            
            
            -Loss
      before income taxes
            
            
            (156,101
            )
            
            
            -Income
      taxes
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (156,101
            )
            
            $
            -Net
      loss per share - basic and diluted
            
            $
            (.00
            )
            
            $
            -Weighted
      average number of common shares outstanding - basic and
      diluted
            
            
            86,015,620
            
            
            
            -













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





F-3





BUCKEYE
VENTURES, INC. and SUBSIDIARIES


STATEMENT
OF CASH FLOWS (Unaudited)




Three
      Months Ended
              March
      31,2006
            
            
            2005CASH
      FLOWS FROM OPERATING ACTIVITIES:Net (loss)
            
            $
            (156,101
            )
            
            $
            -Adjustments to reconcile net (loss) to net cash provided by (used
      in)operating activities:Shares issued to lender and charged to interest expense
            
            
            12,000
            
            
            
            -Depreciation and amortization
            
            
            7,668
            
            
            
            -Changes
      in operating assets and liabilities:Accounts receivable, net
            
            
            (11,285
            )
            
            
            -Inventory
            
            
            (45,217
            )
            
            
            -Prepaid expenses and other current assets
            
            
            31,263
            
            
            
            -Accounts payable
            
            
            (12,763
            )
            
            
            -Accrued expenses payable
            
            
            (13,703
            )
            
            
            -Customer deposits and deferred revenue
            
            
            29,249
            
            
            
            -Net
      cash flows (used in) operating activities
            
            
            (158,889
            )
            
            
            -CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment
            
            
            (6,999
            )
            
            
            -Cash acquired in connection with reverse acquisition
              of
      World Wide Motion Pictures Corporation
            
            
            98,382
            
            
            
            -Net
      cash flows provided by investing activities
            
            
            91,383
            
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment of notes payable and long-term debt
            
            
            (62,476
            )
            
            
            -Proceeds from sales of common stock
            
            
            51,500
            
            
            
            -Net
      cash flows (used in) financing activities
            
            
            10,976
            
            
            
            -NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (78,482
            )
            
            
            -CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            415,762
            
            
            
            -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            337,280
            
            
            $
            -Supplemental
      disclosures of cash flow information:Interest paid
            
            $
            1,396
            
            
            $
            -Income taxes paid
            
            $
            -
            
            
            $
            -















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





F-4








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2006


(Unaudited)





NOTE
- 1 Interim Financial Statements





The
unaudited financial statements as of March 31, 2006 and for the three months
then ended have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial information and with
instructions to Form 10-QSB. In the opinion of management, the unaudited
financial statements have been prepared on the same basis as the annual
financial statements and reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the financial position as of
March 31, 2006, and the results of operations and cash flows for the three month
period ended March 31, 2006. The financial data and other information disclosed
in these notes to the interim financial statements related to these periods are
unaudited. The results for the three month period ended March 31, 2006 are not
necessarily indicative of the results to be expected for any subsequent quarter
of the entire year ending December 31, 2006. The balance sheet at December 31,
2005 has been derived from the audited financial statements at that
date.





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





NOTE
- 2  Description of Business





Buckeye
Ventures, Inc. ("BEYV") was incorporated in Michigan under the name World Wide
Motion Pictures Corporation ("WWMO") on December 9, 1980. Pursuant to a Share
Exchange Agreement dated October 14, 2005 (which closed February 22, 2006
effective March 1, 2006), BEYV (then known as WWMO) acquired Buckeye Ventures,
Inc. ("BVI") in a "reverse acquisition" transaction (see note 3) and accordingly
the name was changed from WWMO to BEYV in April 2006.





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





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





NOTE
- 3  Share Exchange Reverse Acquisition





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





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





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





F-5


BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2006


(Unaudited)




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 three months ended March 31, 2006 would be
$956,836, $(206,641), and $(.00), 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
- 4  Acquisition of Heating & Air Conditioning Services,
Inc.




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




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




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





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





NOTE
- 5  Property and Equipment, Net





Property
and equipment, net consisted of:





March
      31, 2006 (Unaudited)
            
            
            December
      31,
              2005Leasehold
      Improvements
            
            $
            71,377
            
            
            $
            65,838Vehicles
            
            
            52,654
            
            
            
            52,654Equipment
            
            
            53,138
            
            
            
            1,241Total
            
            
            177,169
            
            
            
            119,733Less
      accumulated depreciation
            
            
            (33,484
            )
            
            
            (10,118
            )Property
      and equipment, net
            
            $
            143,685
            
            
            $
            109,615





NOTE
- 6  Motion Picture and Television Properties





Motion
picture and television properties consist of films and television programs
acquired by WWMPC. The majority of WWMPC's motion picture and television
properties were acquired from third parties in exchange for WWMO Common Stock
and WWMO Preferred Stock. The $100,000 estimated fair value of the properties at
March 1, 2006 was determined in conjunction with an independent valuation of the
motion picture and television properties by using future cash flows of the
respective properties based on historical results and estimates of future net
revenues. Actual future revenues from the properties may differ materially from
such estimates as a result of many factors, including the amount of capital
available to effectively exploit the properties.














F-6





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2006


(Unaudited)








NOTE
- 7  Notes Payable and Long-term Debt





Notes
payable and long-term debt consisted of:





March
      31, 2006 (Unaudited)
            
            
            December
      31,
              2005BVI
      note payable to investor, interest at 24%, due $50,000 on May 16, 2006 and
      $150,000 on July 1, 2006, secured by certain HACS assets
            
            $
            200,000
            
            
            $
            200,000HACS
      note payable to seller of HACS (repaid in 2006)
            
            
            -
            
            
            
            60,000HACS
      note payable in monthly installments of principal and interest (at 9.55%)
      of $596 through November 7, 2010, secured by truck vehicle
            
            
            26,842
            
            
            
            27,970HACS
      note payable in monthly installments of principal and interest (at 9.39%)
      of $579 through December 12, 2010, secured by truck
vehicle
            
            
            26,549
            
            
            
            27,646WWMPC
      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
            
            
            6,703
            
            
            
            -WWMPC
      payable to related party, interest at 0%, due on demand
            
            
            17,000
            
            
            
            -Total
            
            
            277,094
            
            
            
            315,616Less
      current portion
            
            
            (233,340
            )
            
            
            (269,226
            )Long-term
      debt
            
            $
            43,754
            
            
            $
            46,390








NOTE
- 8  Accrued Expenses Payable





Accrued
expenses payable consisted of:





March 31,
      2006
              (Unaudited)
            
            
            December
      31
              2005Accrued
      compensation due officers
            
            $
            200,000
            
            
            $
            200,000Accrued
      other compensation
            
            
            26,062
            
            
            
            53,056Accrued
      interest expense
            
            
            25,582
            
            
            
            13,282Accrued
      state income tax
            
            
            10,358
            
            
            
            10,358Other
            
            
            48,657
            
            
            
            47,666Total
            
            $
            310,659
            
            
            $
            324,362












NOTE
- 9  Preferred Stock




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




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
















F-7


BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2006


(Unaudited)







At March
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
- 10  Common Stock





At
December 31, 2005, WWMO had 29,170,152 shares of common stock issued and
outstanding. In January 2006 and February 2006, prior to closing of the Share
Exchange Agreement on February 22, 2006 (effective March 1, 2006), WWMO
authorized the issuance of 277,859 shares of common stock to nine individuals
for cash considerations and services rendered and authorized the cancellation of
1,500,000 shares of common stock issued in year 2004 to an individual pursuant
to a transaction that was rescinded. Also, the principal stockholder and an
officer and director of WWMO returned 7,677,153 shares of common stock to the
treasury to accommodate the Share Exchange Agreement. Accordingly, prior to
closing of the Share Exchange Agreement on February 22, 2006 (effective March 1,
2006), WWMO had 20,270,858 shares of common stock issued and outstanding
(including 1,600,000 shares purchased by BVI in October 2005 in the name of
BVI's two stockholders).





On
February 22, 2006 (effective March 1, 2006), the Share Exchange Agreement closed
and WWMO authorized the issuance of an additional 78,192,001 shares of common
stock to BVI's two shareholders. Accordingly, after closing of the Share
Exchange Agreement and also at March 31, 2006, BEYV had 98,462,859 shares of
common stock issued and outstanding.





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





NOTE
- 11  Income Taxes





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







F-8


BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2006


(Unaudited)








For the
three months ended March 31, 2006, income taxes consisted of:




Current:Federal
            
            $
            -State
            
            
            -Total
            
            
            -Deferred:
            
            
            -Federal
            
            
            (48,032
            )State
            
            
            (14,830
            )Valuation
      allowance
            
            
            62,862Total
            
            
            -Total
      income taxes
            
            $
            -





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




Federal
      income tax at 34%
            
            $
            (53,074
            )State
      income tax, net
            
            
            (9,788
            )Change
      in valuation allowance
            
            
            62,862Total
            
            $
            -





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 March 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, 2006. The Company will continue to review this
valuation allowance and make adjustments as appropriate. The net operating loss
carry forwards are available in varying amounts through year 2026 to offset
future taxable income.





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




NOTE
- 12  Commitments and Contingencies





Operating
leases:




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.





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





HACS
leases truck vehicles under month to month lease agreements.





For the
three months ended March 31, 2006, rent expense under operating leases consisted
of:

















F-9








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2006


(Unaudited)





HACS
      office space
            
            $
            22,500WWMPC
      office space
            
            
            842HACS
      truck vehicles
            
            
            11,202Total
            
            $
            34,544





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




Year
      Ended December 31,2006
            
            $
            74,4842007
            
            
            90,0002008
            
            
            90,0002009
            
            
            90,0002010
            
            
            7,500Total
            
            $
            351,984


Employment
Agreements:








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





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





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





Contingency:





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





NOTE
- 13  Subsequent Events





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.








F-10





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2006


(Unaudited)





NOTE
- 14  Restatement of Previously Issued Financial
Statements





The
Company has restated its consolidated balance sheet at March 31, 2006 (which was
previously included in a Form 10-QSB/A filed with the SEC on August 3, 2006).
The purpose of the restatement is to correct errors relating to the previous
accounting of the Share Exchange. The restatement adjustments decrease the fair
value of the motion picture and television properties (from $6,260,550 to
$100,000) and goodwill (from $54,996 to $0) acquired on March 1, 2006 in
connection with the Share Exchange Reverse Acquisition. The restatement
adjustments had no effect on the reported net loss.





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





As
      Previously
              Reported
            
            
            Restatement
              Adjustments
            
            
            As
      RestatedTotal
      current assets
            
            $
            1,045,975
            
            
            $
            -
            
            
            $
            1,045,975Motion
      picture and television properties, net
            
            
            6,260,087
            
            
            
            (6,160,550
            )
            
            
            99,537Goodwill
            
            
            54,996
            
            
            
            (54,996
            )
            
            
            -Other
      assets
            
            
            151,185
            
            
            
            
            
            
            
            151,185Total
      assets
            
            $
            7,512,243
            
            
            $
            (6,215,546
            )
            
            $
            1,296,697Total
      liabilities
            
            $
            964,087
            
            
            $
            -
            
            
            $
            964,087Total
      stockholders’ equity
            
            
            6,548,156
            
            
            
            (6,215,546
            )
            
            
            332,610Total
      liabilities and stockholders’ equity
            
            $
            7,512,243
            
            
            $
            (6,215,546
            )
            
            $
            1,296,697










F-11






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
2006




CONSOLIDATED
OVERVIEW




Buckeye
(the "Company") reported consolidated revenues of $956,601 in the first quarter
of 2006. The Company expects revenue growth to be in the mid-single digit range
in 2006. The Company believes that positive factors such 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 model and
preparations for HVAC acquisitions.




OPERATIONS
REVIEW




HVAC




Heating
& Air Conditioning Services, Inc. ("Heating & Air"), the only subsidiary
within the HVAC operations, provides direct HVAC installation and repair
services. Revenues increased $233,492 overall to $956,551 in the first quarter
of 2006, which was a 32.3% increase over its 2005 first quarter revenues. HVAC
reported an operating loss of $(61,194) in the first quarter of 2006 compared to
an operating loss of $(59,046) in the first quarter of 2005. The Company's
consolidated financial statements do not include Heating & Air's operations
prior to July 31, 2005 (effective date of acquisition).




The
growth in revenue reflected strong increases in HVAC service revenue. Progress
has been made on specific initiatives to increase the average sales order
prices.




Media




World
Wide Motion Pictures Corporation ("World Wide") and its two subsidiaries
comprise the Media operations. World Wide consolidated net loss increased
$33,417 from $20,511 in the first quarter of 2005 to $53,928 in 2006.  The
increased loss was due primarily to $12,118 lower operating revenues and $21,304
higher operating costs and expenses. Operating revenues decreased $12,118 (98%)
from $12,403 in 2005 to $285 in 2006.  The decrease was due primarily to
the transition during the Share Exchange/Reverse Acquisition and substantially
lower revenues from the distribution of the feature length films entitled “Amy,”
“Ninth Street,” and “Shattered Illusions.”




Operating
costs and expenses increased $21,304 (65%) from $32,917 in the first quarter
2005 to $54,221 in 2006.  The increase was due primarily to the $33,125
higher stock-based compensation in 2006.  In the first quarter 2005, no
shares of common stock were issued for services. The Company's consolidated
financial statements do not include World Wide's operations prior to March 1,
2006 (effective date of reverse acquisition).




The
following table presents selected financial data for the periods
indicated.





Three
      Months Ended March 31, 2006HVAC
            
            
            Media
            
            
            Corporate
            
            ConsolidatedRevenues
            
            $
            956,551
            
            
            $
            50
            
            
            
            
            
            $
            956,601Loss
      from Operations
            
            
            (61,194
            )
            
            
            (3,358
            )
            
            
            (66,219
            )
            
            
            (130,771
            )Cash
      and cash equivalents  Cash and cash equivalents
            
            
            116,830
            
            
            
            98,080
            
            
            
            122,370
            
            
            
            337,280Total
      assets
            
            
            908,172
            
            
            
            222,107
            
            
            
            166,418
            
            
            
            1,296,697Total
      liabilities
            
            $
            509,169
            
            
            $
            29,308
            
            
            $
            425,610
            
            
            $
            964,087







13


HVAC




Heating
& Air




Heating
& Air has been in business for 22 years. Heating & Air provides heating,
ventilation and air conditioning services to residential and commercial
customers in the suburban Boston Area. Heating & Air is located at 300
Manley Street, West Bridgewater, MA, 02379. Heating & Air's business is
seasonal in nature, with the greatest activity occurring in May through August
during the peak air conditioning season.




Approximately
80% of Heating & Air's revenue is generated from its Installation
Department. The Installation Department replaces furnaces, boilers, air
conditioners, water heaters, radiators and duct work. The remaining 20% of
revenue is generated by its Service Department. The Service Department also
sells preventive maintenance contracts. Heating & Air's business is
approximately 95% residential and 5% commercial. Heating & Air has a total
of 35 employees.




MEDIA




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





GENERAL





HVAC





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





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





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





The
Heating & Air company markets its services primarily through yellow pages
advertisements, direct mail and internet sites. Additionally, Heating & Air
engages in co-op marketing with Lennox International Inc. in the Boston market.
Heating & Air is an independent Lennox dealer ranked with Lennox Industries
as a Premier Dealer and Circle of Excellence Award Winner putting it in the top
one percent of all residential Lennox dealers in North America. More than ninety
percent of Heating & Air's business is focused on the residential retail
market (existing home owner). Heating & Air provides both service and
installation of heating, cooling, and indoor air quality systems specializing in
the add-on and replacement markets. James Papasodero, the general manager and
original founder, has been running the company since it began in 1983 and was
incorporated in 1984. As of March 31, 2006, Heating & Air operates 18
vehicles, has inventory of $422,520, and has a customer list of 17,000
names.





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





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





14




Heating
& Air's operations are subject to various federal, state and local laws and
regulations, compliance with which increases Heating & Air's operating
costs, limits or restricts the services provided by Heating & Air's
operations or the methods by which Heating & Air sells those services or
conducts their respective businesses, or subjects Heating & Air and its
operations to the possibility of regulatory actions or proceedings.




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




MEDIA




In fiscal
2005 and the first quarter of 2006, World Wide considered a variety of film and
television projects relative to development, acquisition, packaging, production
and marketing/distribution activities.




LIQUIDITY
AND CAPITAL RESOURCES




For the
three months ended March 31, 2006, the Company experienced a net loss of $
(156,101). At March 31, 2006, the Company had $337,280 in cash and no cash
equivalents. The HVAC, Media and Corporate operations incurred expense due to
the share exchange/reverse acquisition.




The
Company anticipates that its existing capital resources may be adequate to
satisfy its capital requirements for the foreseeable future. However, to
accomplish its planned future activities, it will need to acquire additional
funds through public or private financings in the form of debt or
equity.




In
accordance with the Securities and Exchange Commission "Regulation D", and
subject to Rule 144 restrictions, the Company issued 32,859 shares of its common
stock and no shares of its preferred stock for cash and 70,514,848 shares of its
common stock and 796,869 shares of its preferred stock to facilitate the Share
Exchange/ Reverse Acquisition in the first quarter ended March 31,
2006.




The
Company's principal liquidity at March 31, 2006 included cash of $337,280 and
$190,236 net accounts receivable. The Company's liquidity position remains
sufficient enough to support on-going general administrative expense, strategic
positioning, and the garnering of contracts and relationships.




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




The
statements which are not historical facts contained in this Form 10-QSB are
"forward looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, that involve risks and uncertainties. The words "anticipate",
"believes", "expect", "intend", "may" or similar expressions used in this Form
10-QSB as they relate to the Company or its Management are generally intended to
identify such forward looking statements. These risks and uncertainties
contained in this Form 10-QSB include but are not limited to, product demand and
market acceptance risks, the effect of economic conditions generally and
retail/wholesale in the heating, ventilation, air conditioning, plumbing, motion
picture and television industry and marketing conditions specifically, the
impact of competition, labor shortages, increase in wage rates, unexpected
increases in general operating costs, technological difficulties, capacity and
supply constraints or difficulties, the results of financing efforts, changes in
consumer preferences and trends, the effect of the Company's accounting
policies, weather conditions, acts of God, and other risks detailed in the
Company's Securities and Exchange Commission filings. The Company's management
has made all the adjustments relative to the fiscal year end statements and the
interim period herein, which in the opinion of management are necessary in order
to make the financial statements not misleading.




Item
3. Controls and Procedures




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




15




The
Company's disclosure controls and procedures include a roll-up of financial and
non-financial reporting that is consolidated in the offices of the Chief
Executive Officer and the Audit Committee. The reporting process is designed to
ensure that information required to be disclosed by the Company in the reports
that it files with or submits to the Securities and Exchange Commission is
recorded, processed, summarized and reported under the direction of its Internal
Auditor and Compliance Officer within the time periods specified in the
Securities and Exchange Commission's rules and forms. Messrs. Mintz, Weinstein
and the Audit Committee have concluded that both the design and operation of the
Company's disclosure controls and procedures are effective.




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




Part
II. Other Information




Item
1. Legal Proceedings




INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS




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




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




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




Item
2. Changes in Securities




None




Item
3. Defaults Upon Senior Securities




N/A




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




N/A




Item
5. Other Information




The
Company's trading symbol was changed from WWMO to BEYV by action of the National
Quotations Bureau. Commensurate with this action, the CUSIP number of the
Company was changed from 981536 20 4 to 118300 10 2 by action of the National
Association of Securities Dealers.




Other Business
Operations




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




In connection with the preparation for
the 2006 audit of the Registrant's financial statements, including those of our
wholly-owned subsidiary, the Registrant's management engaged the services of
an independent film
consultant specialized in the valuation of motion picture and television library
assets to conduct an independent review and evaluation of the Registrant's
motion picture and television assets. As a result of this independent
valuation,management determined that the value of
those assets carried on the Registrant's rest from third
parties.


16






In conjunction with an independent
valuation of the motion picture and television properties, the estimated fair
value at the date of the Share Exchange was determined according to SFAS
No. 144,Accounting for the
Impairment orDisposal of
Long-Lived Assetsand SFAS
No. 139,Accounting
by Producers or Distributors of Filmsby using future cash flows of the
respective properties based on historical results and managements' estimates of
future net revenues. Actual future revenuesfrom the properties may differ
materially from such estimates as a result of many factors, including the amount
of capital available to effectively exploit the properties. See Note 6 to the
Company's consolidated financial statements above.




In its review of theMarch 1, 2006valuations, management determined that
$0.10 per share of common stock, was the proper stock price for the valuation of
the shares used in the share exchange reverse merger which translated into
$1,893,012.







Item
6. Exhibits and Reports on Form 8-K




On March
6, 2006 the Company filed Form 8-K, relative to Item 304 of Regulation S-B
(Change of Control, Acquisition or Disposition of Assets) which is with any
subsequent amendments hereby incorporated by reference.






EXHIBIT
INDEX




Exhibit No.          Description of
Exhibits











SIGNATURES






Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereto
duly authorized.








BUCKEYEVENTURES,
    INC.February
      14, 2008
              By:
              /s/ ALAN J.
      MINTZAllan J.
    MintzChief Executive Officer &
      PresidentFebruary
      14, 2008
              By:
              /s/ HENRY S.
      LEONARDHenry S.
      LeonardChief Financial Officer and
      Chief Accounting
      Officer












17