**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**




WASHINGTON,
      D.C. 20549




**FORM
      10-QSB**




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




For
      the
      quarterly period ended September 30, 2007




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




For
      the
      transition period from ____________ to ____________




Commission
      File No. 0-27454









**Buckeye
      Ventures, Inc.**


(Exact
      name of registrant as specified in its charter)




**Nevada**
            **20-3161375**(State
                or other jurisdiction
            (I.R.S.
                Employer Identification No.)of
                incorporation or organization)




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


(Address
      of principal executive offices)




**(858)
      272-6600**


(Issuer’s
      telephone number, including area code)




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




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


Yes
o No
x




On
      November 9, 2007 there were 107,177,750 shares of Registrant’s common stock,
      $.001 par value, issued and outstanding.




Transitional
      Small Business Disclosure Format: Yes o No x








**INDEX
      TO FINANCIAL STATEMENTS**






**Financial**
              **Page**
              **Number**
            
            **Sequential**
              **Page**
              **Number**CONSOLIDATED
                BALANCE SHEETS AS OF SEPTEMBER 30, 2007 (UNAUDITED) AND DECEMBER
                31,
                2006
            
            F-2
            
            3CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
                30,
                2007 AND 2006 (UNAUDITED)
            
            F-3
            
            4CONSOLIDATED
                STATEMENT OF STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                2007 (UNAUDITED)
            
            F-4
            
            5CONSOLIDATED
                STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                2007 AND
                2006 (UNAUDITED)
            
            F-5
            
            6NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
                (UNAUDITED)
            
            F-6
                - F-19
            
            7
                -
                20





F-1





**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**




**CONSOLIDATED
      BALANCE SHEETS**






**September
                  30,**
                **2007**
              
              
              **December 31,**
                **2006**(Unaudited)**ASSETS**CURRENT
                  ASSETS:Cash
                  and cash equivalents
              
              $
              1,512,373
              
              
              $
              273,976Accounts
                  receivable, less allowance for doubtful accounts of $18,000 and
                  $22,915,
                  respectively
              
              
              157,176
              
              
              
              95,058Other
                  receivables
              
              
              352,344
              
              
              
              155,755Inventories
              
              
              646,974
              
              
              
              554,837Prepaid
                  expenses
              
              
              327,801
              
              
              
              266,426Total
                  current assets
              
              
              2,996,668
              
              
              
              1,346,052Property
                  and equipment, net
              
              
              681,520
              
              
              
              415,044Goodwill
              
              
              6,408,085
              
              
              
              6,010,885Intangible
                  assets, net
              
              
              77,859
              
              
              
              82,210Other
                  assets, primarily deposits
              
              
              108,487
              
              
              
              103,473Total
                  assets
              
              $
              10,272,619
              
              
              $
              7,957,664**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY****CURRENT
                  LIABILITIES:**Accounts
                  payable
              
              $
              774,672
              
              
              $
              711,295Accrued
                  expenses
              
              
              703,834
              
              
              
              593,081Current
                  portion of notes payable and long-term debt
              
              
              1,355,405
              
              
              
              637,500Customer
                  deposits and deferred revenue
              
              
              525,757
              
              
              
              192,901Total
                  current liabilities
              
              
              3,359,668
              
              
              
              2,134,777Notes
                  payable and long-term debt, net of current portion
              
              
              3,954,766
              
              
              
              4,093,292Total
                  liabilities
              
              
              7,314,434
              
              
              
              6,228,069Commitments
                  and contingencies
              
              
              —
              
              
              
              —**STOCKHOLDERS’
                  EQUITY:**Preferred
                  stock, authorized 3,000,000 shares:
                $.01
                  par value, 975,086 and 975,086 shares issued and outstanding,
                  respectively
              
              
              9,751
              
              
              
              9,751$10.00
                  par value, 23,000 and 23,000 shares issued and outstanding,
                  respectively
              
              
              230,000
              
              
              
              230,000Common
                  stock, authorized 150,000,000 shares, $.001 par value; 106,933,609
                  and
                  98,548,618 shares issued and outstanding, respectively
              
              
              106,934
              
              
              
              98,549Additional
                  paid-in capital
              
              
              3,984,129
              
              
              
              2,578,029Accumulated
                  deficit
              
              
              (1,372,629
              )
              
              
              (1,186,734
              )Total
                  stockholders’ equity
              
              
              2,958,185
              
              
              
              1,729,595Total
                  liabilities and stockholders’ equity
              
              $
              10,272,619
              
              
              $
              7,957,664






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




F-2





**BUCKEYE
      VENTURES, INC. AND
      SUBSIDIARIES**




**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


**(Unaudited)**





**Three
                  Months Ended**
                **September
                  30,**
              
              
              **Nine
                  months Ended**
                **September
                  30,****2007**
              
              
              **2006**
              
              
              **2007**
              
              
              **2006**Revenues,
                  net
              
              $
              3,404,267
              
              
              $
              1,416,660
              
              
              $
              10,455,843
              
              
              $
              3,889,008Cost
                  of services
              
              
              1,967,221
              
              
              
              812,083
              
              
              
              5,887,911
              
              
              
              2,464,469Gross
                  profit
              
              
              1,437,046
              
              
              
              604,577
              
              
              
              4,567,932
              
              
              
              1,424,539Selling,
                  general and administrative expenses
              
              
              1,708,234
              
              
              
              916,988
              
              
              
              4,513,237
              
              
              
              2,074,753Operating
                  income (loss)
              
              
              (271,188
              )
              
              
              (312,411
              )
              
              
              54,695
              
              
              
              (650,214
              )Other
                  income (expense)Interest
                  income
              
              
              350
              
              
              
              2,452
              
              
              
              1,340
              
              
              
              3,574Other
                  income
              
              
              (22,799
              )
              
              
              —
              
              
              
              87
              
              
              
              —Interest
                  expense
              
              
              (83,307
              )
              
              
              (9,225
              )
              
              
              (238,978
              )
              
              
              (46,598
              )Total
                  other income (expense)
              
              
              (105,576
              )
              
              
              (6,773
              )
              
              
              (237,551
              )
              
              
              (43,024
              )Income
                  (Loss) before income taxes
              
              
              (376,944
              )
              
              
              (319,184
              )
              
              
              (182,856
              )
              
              
              (693,238
              )Income
                  tax expense
              
              
              —
              
              
              
              —
              
              
              
              3,039
              
              
              
              —Net
                  Income (Loss)
              
              $
              (376,944
              )
              
              $
              (319,184
              )
              
              $
              (185,895
              )
              
              $
              (693,238
              )Income
                  (Loss) per share: Basic and diluted
              
              $
              (.00
              )
              
              $
              (.00
              )
              
              $
              (.00
              )
              
              $
              (.01
              )Shares
                  used in computing income (loss) per share:Basic
              
              
              106,458,564
              
              
              
              98,548,618
              
              
              
              103,663,567
              
              
              
              94,347,078Diluted
              
              
              106,717,832
              
              
              
              98,807,886
              
              
              
              103,922,835
              
              
              
              94,548,731






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


F-3


**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**




**CONSOLIDATED
      STATEMENTS OF
      STOCKHOLDERS’ EQUITY**




**For
      The Nine months Ended September 30, 2007**


**(Unaudited)**






**Additional****Preferred Stock**
            
            
            **Common Stock**
            
            
            **Paid-In**
            
            
            **Accumulated****Shares**
            
            
            **Amount**
            
            
            **Shares**
            
            
            **Amount**
            
            
            **Capital**
            
            
            **Deficit**
            
            
            **Total**Balance
                at December 31, 2006
            
            
            998,086
            
            
            $
            239,751
            
            
            
            98,548,618
            
            
            $
            98,549
            
            
            $
            2,578,029
            
            
            $
            (1,186,734
            )
            
            $
            1,729,595Common
                stock issued in debt reduction
            
            
            —
            
            
            
            —
            
            
            
            7,204,900
            
            
            
            7,205
            
            
            
            1,113,820
            
            
            
            —
            
            
            
            1,121,025Common
                stock issued pursuant to Share exchange reverse acquisition of World
                Wide
                Motion Pictures Corporation
            
            
            —
            
            
            
            —
            
            
            
            230,000
            
            
            
            230
            
            
            
            22,770
            
            
            
            —
            
            
            
            23,000Common
                stock issued as compensation
            
            
            —
            
            
            
            —
            
            
            
            950,091
            
            
            
            950
            
            
            
            113,060
            
            
            
            —
            
            
            
            114,010Value
                of warrants relating to first closing of convertible
                debentures
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            156,450
            
            
            
            
            
            
            
            156,450Net
                income
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (185,895
            )
            
            
            (185,895
            )Balance
                at September 30, 2007
            
            
            998,086
            
            
            $
            239,751
            
            
            
            106,933,609
            
            
            $
            106,934
            
            
            $
            3,984,129
            
            
            $
            (1,372,629
            )
            
            $
            2,958,185






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





F-4





**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**




**CONSOLIDATED
      STATEMENTS OF CASH
      FLOWS**


**(Unaudited)**






**Nine
                months Ended**
              **September
                30,****2007**
            
            
            **2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                income (loss)
            
            $
            (185,895
            )
            
            $
            (693,238
            )Adjustments
                to reconcile net income (loss) to net cash provided by
                operating activities—Shares
                issued to lender and charged to interest expense
            
            
            —
            
            
            
            12,000Stock
                compensation expense
            
            
            —
            
            
            
            7,754Depreciation
                and amortization expense
            
            
            126,489
            
            
            
            38,911Changes
                in operating assets and liabilities, net of
              effects
                of acquisitions—(Increase) decrease in—Receivables,
                net
            
            
            (57,603
            )
            
            
            (106,671
            )Inventories
            
            
            (92,137
            )
            
            
            (4,477
            )Prepaid
                expenses and other current assets
            
            
            (61,376
            )
            
            
            (71,863
            )Accounts
                payable
            
            
            55,165
            
            
            
            (112,324
            )Accrued
                expenses
            
            
            124,706
            
            
            
            151,693Customer
                deposits and deferred revenue
            
            
            327,260
            
            
            
            188,444Net
                cash provided by (used in) operating activities
            
            
            236,609
            
            
            
            (589,771
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchases
                of property and equipment
            
            
            (684,523
            )
            
            
            (104,944
            )Cash
                acquired in connection with acquisition
            
            
            —
            
            
            
            181,326Proceeds
                from acquisition
            
            
            74,605
            
            
            
            —Other
                assets
            
            
            166,826
            
            
            
            (13,849
            )Net
                cash (used in) provided by investing activities
            
            
            (443,092
            )
            
            
            62,533CASH
                FLOWS FROM FINANCING ACTIVITIES:Repayments
                of notes payable and long-term debt
            
            
            (21,620
            )
            
            
            (140,527
            )Increase
                in notes payable
            
            
            1,502,500
            
            
            
            53,604Proceeds
                from sales of common stock
            
            
            —
            
            
            
            552,700Net
                cash provided by (used in) financing activities
            
            
            1,480,880
            
            
            
            465,777NET
                INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            1,274,397
            
            
            
            (61,461
            )CASH
                AND CASH EQUIVALENTS, beginning of period
            
            
            237,976
            
            
            
            415,762CASH
                AND CASH EQUIVALENTS, end of period
            
            $
            1,512,373
            
            
            $
            354,301





Supplemental
                disclosures of cash flow information:Interest
                paid
            
            $
            30,317
            
            
            $
            2,918Income
                taxes paid
            
            
            800
            
            
            
            —Stock
                issued for debt reduction
            
            
            881,025
            
            
            
            —Stock
                issued for debt reduction
            
            
            23,000
            
            
            
            —Acquisition
                of Energy King, Inc. Barnett assets for notes payable
            
            $
            150,000
            
            
            $
            —






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





F-5




BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)






**1
      - BUSINESS AND ORGANIZATION**




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




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




The
      Share
      Exchange Agreement provided for the transfer of the assets and operations of
      WWMO to a WWMO subsidiary, World Wide Entertainment, whose name was subsequently
      changed to World Wide Motion Pictures Corporation ("WWMPC"). WWMPC has
      historically been engaged in acquiring film rights and seeking to distribute
      these rights.






**2
      - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




***Principles
      of consolidation***




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




***Cash
      and cash equivalents***




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




***Accounts
      receivable***




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




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




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




***Inventory***




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





F-6





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 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:




Computers
                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.




***Concentration
      of suppliers***




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




***Warranty
      Costs***




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





F-7


BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 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 September 30, 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 nine months
      ended September 30, 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 $930,824 and $175,544 for the nine months
      ended September 30, 2007 and 2006, respectively.




***Fair
      value of financial instruments***




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




***Recently
      issued accounting pronouncements***




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





F-8





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)




***Segment
      Disclosure***




Buckeye’s
      activities are within the 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 nine months ended September 30, 2007.




***Interim
      Financial Statements***




The
      unaudited financial statements as of September 30, 2007 and for the nine months
      then ended have been prepared in accordance with accounting principles generally
      accepted in the United States for interim financial information and with
      instructions to Form 10-QSB. The interim consolidated financial statements
      presented have been prepared by the Company without audit, and in the opinion
      of
      the management, reflect all adjustments of a normal recurring nature necessary
      for a fair presentation of statements of (a) the consolidated results of
      operations for the nine months ended September 30, 2007 and 2006, (b) the
      consolidated financial position at September 30, 2007 and (c) the consolidated
      cash flows for the nine months ended September 30, 2007 and 2006. Interim
      results are not necessarily indicative of the results for a full year. The
      financial data and other information disclosed in these notes to the interim
      financial statements related to these periods are unaudited. The results for
      the
      nine month period ended September 30, 2007 are not necessarily indicative of
      the
      results to be expected for any subsequent quarter of the entire year ending
      December 31, 2007. The balance sheet at December 31, 2006 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 Buckeye Ventures, Inc. Form
      10-KSB (filed April 17, 2007).




***Reclassifications***




Certain
      reclassifications have been made in prior period financial statements to conform
      to current period presentation.




**3
      - INVENTORY**




Inventory
      consists of the following as of:




September
                30, 2007
            
            
            December
                31, 2006Raw
                materials
            
            $
            3,093
            
            
            $
            3,173Work
                in progress
            
            
            —
            
            
            
            —Finished
                goods
            
            
            643,881
            
            
            
            551,664$
            646,974
            
            
            $
            554,837







F-9








BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)










**4
      - SHARE EXCHANGE REVERSE ACQUISITION**




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




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




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




The
      $1,687,460 excess of the estimated fair value of the shares of WWMO common
      stock
      and preferred stock retained by stockholders other than BVI's two stockholders
      ($1,893,013) over the identifiable net assets of WWMO at March 1, 2006
      ($205,553) has been reflected as goodwill.




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







**5
      -** **ACQUISITIONS**




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




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




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




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








F-10





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)






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




***ENERGY
      KING, INC.***




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




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




Cash
                and cash equivalents
            
            $
            82,944Accounts
                receivable, net
            
            
            219,446Other
                receivables
            
            
            4,259Inventory
            
            
            82,590Prepaid
                expenses and other current assets
            
            
            82,177Property
                and equipment, net
            
            
            78,490Intangible
                assets, net
            
            
            83,668Other
                assets
            
            
            55,107Accounts
                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 $4,259,065 (excess of the $3,900,000 purchase price over the identifiable
      net
      assets of EKI) was recorded in September 2006.




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




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




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





F-11





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)







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




Property
      and equipment consists of:




**September
                30,**
              **2007**
            
            
            **December
                31,**
              **2006**Computers
                and equipment
            
            $
            289,332
            
            
            $
            165,438Vehicles
            
            
            466,580
            
            
            
            259,574Leasehold
                improvements
            
            
            163,068
            
            
            
            126,792Motion
                picture and television properties
            
            
            100,000
            
            
            
            100,000Total
            
            
            1,018,980
            
            
            
            651,804Accumulated
                depreciation and amortization
            
            
            (337,460
            )
            
            
            (236,760
            )Property
                and equipment, net
            
            $
            681,520
            
            
            $
            415,044




Depreciation
      expense of $111,098 and $38,911 was recorded for the nine months ended September
      30, 2007 and 2006, respectively.




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




***Motion
      Picture and Television Properties***




Motion
      picture and television properties consist of films and television programs
      produced or acquired by WWMPC of which 100 are represented in the financial
      statements. The majority of WWMPC's motion picture and television properties
      were acquired from third parties in exchange for WWMO Common Stock and WWMO
      Preferred Stock. The $6,260,550 estimated fair value of the properties at
      March 1, 2006 (effective date of the Share Exchange) was subsequently
      independently 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.




**8
      - GOODWILL**




In
      most
      businesses the Company has acquired, the consideration 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 nine months ended
      September 30, 2007 or the year ended December 31, 2006.





F-12





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)






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




Goodwill
                balance as of December 31, 2005
            
            $
            —Goodwill
                related to share exchange with WWMP (see note 4)
            
            
            1,751,822Goodwill
                related to acquisition of EKI (see note 5)
            
            
            4,259,065Impairment
                adjustment
            
            
            —Goodwill
                balance as of December 31, 2006
            
            $
            6,010,887Goodwill
                related to acquisition of Energy King, Inc. Barnett assets
            
            
            374,198Goodwill
                related to stock issued pursuant to share exchange with
                WWMP
            
            
            23,000Impairment
                adjustment
            
            
            —Goodwill
                balance as of September 30, 2007
            
            $
            6,408,085




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




Notes
      payable consist of:




**September
                30,**
              **2007**
            
            
            **December
                31,**
              **2006**(unaudited)Buckeye
                Ventures, Inc., Convertible Debenture payable to Trafalgar at an
                effective
                interest rate of 13.2% for 26 months, payable in monthly installments
                of
                principal and interest plus an effective redemption value of approximately
                15.8% through August 29, 2009. Net of $156,450 discounts
            
            $
            1,343,550
            
            
            $
            -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.
            
            
            34,493
            
            
            
            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.
            
            
            162,347
            
            
            
            162,530Buckeye
                Ventures, Inc. note payable through acquisition to investor at 5.00%
                interest with interest payments beginning October 1, 2006 with all
                principal and accrued interest due by September 30, 2009, secured
                by
                certain corporate assets.
            
            
            2,425,000
            
            
            
            2,925,000Buckeye
                Ventures, Inc. note payable through acquisition to investor at 5.00%
                interest with interest payments beginning October 1, 2006 with all
                principal and accrued interest due by September 30, 2009, secured
                by
                certain corporate assets.
            
            
            724,590
            
            
            
            975,000Buckeye
                Ventures, Inc. multiple twelve month notes payable to investor at
                10% on
                loans from October 17, 2006 through December 8, 2006 maturing in
                October
                and December 2007.
            
            
            200,000
            
            
            
            150,000Buckeye
                Ventures, Inc. twelve month note payable to investor at 12% on loan
                from
                October 31, 2006 maturing October 31, 2007.
            
            
            100,000
            
            
            
            100,000HACS
                note payable at 9.55% interest with principal and interest payments
                of
                $596 through November 7, 2010, secured by truck vehicle.
            
            
            19,468
            
            
            
            23,290HACS
                note payable at 9.39% interest in monthly installments of principal
                of
                $579 through December 12, 2010, secured by truck vehicle.
            
            
            19,400
            
            
            
            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.
            
            
            12,957
            
            
            
            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.
            
            
            18,357
            
            
            
            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.
            
            
            15,748
            
            
            
            18,171HACS
                note payable at 11.75% interest in monthly installments of principal
                and
                interest of $427 through March 26, 2112, secured by truck
                vehicle.
            
            
            17,814
            
            
            
            -HACS
                note payable at 11.76% interest in monthly installments of principal
                and
                interest of $513 through April 26, 2112, secured by truck
                vehicle.
            
            
            21,746
            
            
            
            -








F-13





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)







EKI
                note payable 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.
            
            
            24,145
            
            
            
            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.
            
            
            58,183
            
            
            
            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.
            
            
            12,313
            
            
            
            14,968EKI
                note payable to the California Department of Toxic Substances Control
                in
                settlement of legal action.
            
            
            -
            
            
            
            12,561EKI
                note payable to the California Air Resources Board in settlement
                of legal
                action.
            
            
            -
            
            
            
            9,648EKI
                note payable to GMAC at 5.9% interest for 48 months payable in monthly
                installments of principal and interest of $631.26.
            
            
            24,666
            
            
            
            -EKI
                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.
            
            
            2,404
            
            
            
            4,591WWMPC
                note payable, interest at 0% interest, due on demand.
            
            
            17,000
            
            
            
            17,0005,310,171
            
            
            
            4,730,792Less
                current portion
            
            
            (1,355,405
            )
            
            
            (637,500
            )Long-term
                debt
            
            $
            3,954,766
            
            
            $
            4,093,292








At
      September 30, 2007, the Convertible Debenture consists of:





Convertible
                Debenture - Face amount
            
            $
            1,500,000Debt
                Discount - value attributable to 1,250,000 warrants issued
            
            
            106,125Debt
                Discount - value attributable to 750,000 warrants issued
            
            
            50,325Convertible
                Debenture, net of discounts
            
            $
            1,343,550








In
      connection with the private Securities Purchase Agreement with Trafalgar Capital
      Specialized Investment Fund, a Luxembourg corporation (“Trafalgar”)
      effective September 27, 2007 (the “Agreement”) (see Note 10), the Company
      agreed to grant Trafalgar warrants to purchase 1,250,000 shares at $0.001 per
      share and 50,000 warrants to purchase shares of common stock at each of the
      first, second and third closing for each $100,000 in Debentures, exercisable
      at
      the lower of $0.07 per share or the closing bid price of the Registrant’s common
      stock on the date prior to the issuance of each warrant. All of the warrants
      are
      exercisable for a period of 5 years from the date of issuance.





In
      accordance with Emerging Issues Task Force Issue 00-27, Application of Issue
      No.
      98-5 to Certain Convertible Instruments ("EITF - 00-27"), and EITF 00-19,
“Accounting for Derivative Financial Instruments Indexed to, and Potentially
      Settled in, a Company’s Own Stock” the Company recognized the value attributable
      to the warrants in the amounts of $106,125 and $50,325 to additional paid-in
      capital and a discount against the Debenture. The Company valued the warrants
      in
      accordance with EITF 00-27 using the Black-Scholes pricing model and the
      following assumptions: contractual terms of five years, an average risk free
      interest rate of 4.5%, a dividend yield of 0% and volatility of
      100%.







**10
–
CONVERTIBLE
      DEBENTURES**





Buckeye
      Ventures, Inc. (the “Company”) entered into a private Securities Purchase
      Agreement with Trafalgar Capital Specialized Investment Fund, a Luxembourg
      corporation (“Trafalgar”) effective September 27, 2007 (the “Agreement”).
      Pursuant to the Agreement, the Company agreed to issue to Trafalgar a 10%
      Secured Convertible Debenture (the “Debenture”) in the aggregate amount of
      $5,000,000, to be funded as follows (i) $1,500,000 on the first closing;
      $1,750,000 on the second closing; and $1,750,000 on the third
      closing.





F-14





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)







The
      Debenture is secured by the Company’s assets. In addition, the two principal
      shareholders of the Company, co-founders, each pledged 17,857,143 million shares
      of common stock which represents more than 50% of their common stock holdings.
      The Debenture is convertible into shares of the Company’s common stock at the
      lower of $0.20 per share or an amount equal to eighty-five percent (85%) of
      the
      lowest volume weighted average price (“VWAP”) during the ten trading days
      immediately preceding the conversion only if the closing bid price or the VWAP
      for the Common Stock is at or above $0.20 per share. In the event the Company
      defaults on any of its obligations under the Agreement, Trafalgar is entitled,
      at its option, to convert the Debenture, plus accrued interest, into shares
      of
      the Registrant’s common stock.




In
      connection with the Agreement, the Company agreed to grant Trafalgar warrants
      to
      purchase 1,250,000 shares at $0.001 per share and 50,000 warrants to purchase
      shares of common stock at each of the first, second and third closing for each
      $100,000 in Debentures, exercisable at the lower of $0.07 per share or the
      closing bid price of the Company’s common stock on the date prior to the
      issuance of each warrant. All of the warrants are exercisable for a period
      of 5
      years from the date of issuance.




The
      Company has agreed to register the shares of Common Stock underlying the
      conversion of the Debentures and the exercise of the warrants, subject to the
      provisions of Rule 415 under the Securities Act of 1933.





**11
      - ACCRUED EXPENSES PAYABLE**




Accrued
      expenses payable consisted of:




**September
                30, 2007**
              **(unaudited)**
            
            
            **December
                31,**
              **2006**Compensation
                of officers
            
            $
            287,117
            
            
            $
            225,000Other
                compensation, payroll taxes and withholdings
            
            
            113,859
            
            
            
            142,698Interest
            
            
            149,960
            
            
            
            71,645Warranty
                reserve
            
            
            81,583
            
            
            
            66,582Other
            
            
            71,315
            
            
            
            87,156Total
            
            $
            703,834
            
            
            $
            593,081







**12.  Employee
      Benefit Plans**




The
      Company provides a qualified deferred arrangement 401(k) plan whereby employees
      may contribute up to 25% of gross compensation to the plan. The Company has
      the
      option to match employee contributions up to 4% of the employees’ wages. There
      were no Company contributions during the nine months ended September 30,
      2007.






**13
      -** **PREFERRED STOCK**




On
      May
      22, 2007, the Company filed a Certificate of Amendment to the Articles of
      Incorporation with the Michigan Department of Labor and Economic Growth, Bureau
      of Commercial Services increasing the number of authorized shares of preferred
      stock 2,000,000 to 3,000,000 from 1,000,000.




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-15





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)









At
      September 30, 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






**14
      -** **COMMON STOCK**




On
      June
      28, 2007, the Company issued a total of 3,000,000 shares of its common stock
      to
      two former Energy King, Inc. (EKI) stockholders. 2,500,000 shares were issued
      to
      one of the former EKI stockholders in satisfaction of $500,000 in notes payable
      to him and 500,000 shares of the Company’s common stock were issued to the other
      former EKI stockholder in satisfaction of $100,000 in notes payable to this
      joint tenancy.




On
      June
      28, 2007, the Company issued a total of 1,040,000 Units of the Company’s
      securities to four investors in satisfaction of $260,000 in notes payable to
      such investors. Each Unit is comprised of one share of the Company’s common
      stock and three warrants, each warrant exercisable into one share of commons
      stock at a price of $0.05 per share until 12/31/2008.




On
      May
      22, 2007, the Company filed a Certificate of Amendment to the Articles of
      Incorporation with the Michigan Department of Labor and Economic Growth, Bureau
      of Commercial Services increasing the number of authorized shares of common
      stock 50,000,000 to 150,000,000 from 100,000,000.




On
      March
      31, 2007, the Company issued 400,000 shares of its common stock to an investor
      it was indebted to under a note payable in the amount of $173,446 and $162,530
      at September 30, 2007 and December 31, 2006, respectively. Pursuant to a verbal
      agreement, the note payable to this investor is to be reduced by amounts
      realized from this investor’s sale of the 400,000 shares. Through September 30,
      2007, this investor sold 160,900 shares of the Company’s common stock for net
      proceeds of $21,025. Accordingly, the Company has reflected the issuance of
      160,900 shares of the Company’s common stock for a $21,025 reduction in notes
      payable in the accompanying consolidated financial statement for the nine months
      ended September 30, 2007.





F-16





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)







On
      January 8, 2007, the Company issued 1,000,000 shares of its common stock to
      WWMPC. Since WWMPC is a wholly owned subsidiary of BEYV, this transaction was
      not reflected at the date of issuance. In the three months ended September
      30,
      2007, WWMPC delivered 230,000 of the 1,000,000 shares to third parties for
      certain services to be rendered to WWMPC. The Company has reflected the $23,000
      estimated Fair Value of the 230,000 shares of its common stock as an increase
      in
      goodwill and stockholders’ equity.




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




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




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





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




**15
      -** **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 consists of the following:




**Nine
                months Ended**
              **September
                30, 2007**
            
            
            **Nine
                months Ended**
              **September
                30, 2006**Current—Federal
            
            $
            —
            
            
            $
            —State
            
            
            3,039
            
            
            
            —Total
                current
            
            
            3,039
            
            
            
            —Deferred—Federal
            
            
            (57,198
            )
            
            
            (240,226
            )State
            
            
            (14,628
            )
            
            
            (19,164
            )Valuation
                allowance
            
            
            71,826
            
            
            
            259,390Total
                deferred
            
            
            —
            
            
            
            —Total
                income taxes
            
            $
            3,039
            
            
            $
            —








F-17





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)






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




**Nine
                months Ended**
              **September
                30, 2007**
            
            
            **Nine
                months Ended**
              **September
                30, 2006**Federal
                income tax at 34%
            
            
            (62,171
            )
            
            
            (235,701
            )State
                income tax, net
            
            
            (6,616
            )
            
            
            (23,689
            )Change
                in valuation allowance
            
            
            71,826
            
            
            
            259,390Total
            
            $
            3,039
            
            
            $
            —




Management
      has not determined it to be more likely than not that any portion of the
      deferred tax asset attributable to the future utilization of the net operating
      loss carryforwards as of September 30, 2007 will be realized. Accordingly,
      the
      Company has provided a 100% allowance against the deferred tax asset in the
      financial statements at September 30, 2007. The Company will continue to review
      this valuation allowance and make adjustments as appropriate. The
      net operating loss carryforwards are available in varying amounts through
      year 2027 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.







**16
      -** **COMMITMENTS AND
      CONTINGENCIES**




***Operating
      leases:***




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




HACS
      leases its office space (approximately 12,000 square feet) under a
      non-cancelable lease agreement executed January 26, 2005 with a lessor partially
      owned by the General Manager of HACS. The lease provides for monthly rental
      payments of $7,500 through January 2010. EKI leases its office space
      (approximately 4,000 square feet) under a month-to-month lease with a rental
      of
      $2,700 per month at Sacramento and $1,800 per month for its Riverbank
      operations, and negotiations are underway to extend the leases. WWMPC leases
      its
      office space under a one year lease expiring December 2006 at rentals of $776
      per month and has been extended on a month-to-month basis. HACS leases truck
      vehicles under month to month lease agreements.




For
      the
      for the nine months ended September 30, 2007 and the year ended December 31,
      2006, rent expense under operating leases consisted of:




**Nine
                months Ended September 30,**
              **2007**
              **(unaudited)**
            
            
            **December
                31,**
              **2006**Buckeye
                Ventures Corporate office space
            
            $
            23,616
            
            
            $
            12,827HVAC
                office space
            
            
            87,750
            
            
            
            107,267HVAC
                truck vehicles
            
            
            26,919
            
            
            
            53,360WWMPC
                office space
            
            
            10,888
            
            
            
            7,785Total
            
            $
            149,173
            
            
            $
            181,239








F-18





BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES


NOTES
      TO
      CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2007
      (Unaudited)






At
      September 30, 2007 and December 31, 2006, the aggregate future minimum lease
      payments under non-cancelable operating lease agreements were as
      follows:




**Year
                Ended September 30,**2008
            
            $
            158,4792009
            
            
            127,3982010
            
            
            30,9212011
            
            
            11,1972012
            
            
            —Total
            
            $
            327,995




***Employment
      Agreements:***




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




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




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





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




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




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




***Contingency:***




***Claims
      and Lawsuits***




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




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





F-19





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




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




**RESULTS
      OF OPERATIONS**




**Third
      Quarter 2007**




CONSOLIDATED
      OVERVIEW




Buckeye
      (the "Company") reported consolidated revenues of $10,455,843 for the first
      nine
      months of 2007 which is an increase of 48% or $3,404,267 over the $7,051,576
      reported in the first six months of 2007.  At current operational
      levels, and accounting for the traditional lower sales volume during the fourth
      quarter, a transition period from Summer to Winter, management feels sales
      are
      on track to reach $14 million by year end 2007. Due to the acquisition of Energy
      King, Inc. (EKI) and the purchase of the assets of the Modesto operations,
      the
      net revenues of the first nine months of 2007 are more than two-and-a-half
      those
      of the same period in 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 as 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 acquisition of EKI has provided
      the opportunity to use a well designed and marketable name, Energy King, as
      its
      brand. Efforts are currently underway to apply the Energy King moniker to its
      websites, clothing, checks, invoices, letterheads and other operational areas.
      With the opportunity of combining locally acquired HVAC businesses in specific
      regions across the United States with the logo and name Energy King, a
      nationally recognized brand name is getting closer to reality.




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”). HACS was acquired on
      July 31, 2005, EKIS was acquired on September 28, 2006 and EKIB on January
      1,
      2007.




The
      HVAC
      operations reflect the seasonal nature of heating and cooling. Overall, 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 illustrates the
      inherent profitability of each HVAC location.




**Nine
                months Ended September 30, 2007**HVAC
            
            **HACS**
            
            
            **EKIS**
            
            
            **EKIB**
            
            
            **HVAC**Revenues
            
            $
            3,953,624
            
            
            $
            3,509,478
            
            
            $
            2,992,665
            
            
            $
            10,455,768Gross
                Profit
            
            
            1,736,406
            
            
            
            1,630,179
            
            
            
            1,201,272
            
            
            
            4,567,857Gross
                Profit Percentage
            
            
            43.9%
            
            
            
            46.4%
            
            
            
            40.1%
            
            
            
            43.7%Income
                from Operations
            
            $
            357,974
            
            
            $
            232,458
            
            
            $
            331,268
            
            
            $
            921,700Income
                from Operations Percentage of Revenues
            
            
            9.1%
            
            
            
            6.6%
            
            
            
            11.1%
            
            
            
            8.8%





Sales
      of
      the HVAC operations continue to increase. With the upcoming colder weather
      in
      the northeastern United States, HACS is expected to improve its revenues in
      later November into December and the new year. The milder weather of the western
      United States will likely see a tapering of sales increases until the colder
      weather hits in December and the new year. The introduction of windows as a
      product available through HVAC in the western regions of EKIS and EKIB have
      shown unexpected acceptance and sales. The windows offered help insulate the
      home thereby saving on heating and cooling bills. We are looking to improve
      the
*Green* image of our HVAC operations through windows and other similar
      energy conversation measures. Offering more energy saving air conditioning
      units
      along with similar green heating units will improve the image of the Company
      and
      the industry. While helping increase sales through the
*Green*  approach for our customers, we expect to make a
      positive difference in the environment as well.





21





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




**Nine
                months Ended September 30, 2007****HVAC**
            
            
            **Media**
            
            
            **Corporate**
            
            
            **Consolidated**Revenues
            
            $
            10,455,768
            
            
            $
            75
            
            
            $
            ---
            
            
            $
            10,455,843Income
                (Loss) from Operations
            
            
            921,700
            
            
            
            (48,676
            )
            
            
            (818,329
            )
            
            
            54,695Cash
                and cash equivalents
            
            
            (116,000
            )
            
            
            181,022
            
            
            
            421,628
            
            
            
            1,512,373Total
                assets
            
            
            2,286,154
            
            
            
            249,058
            
            
            
            7,737,407
            
            
            
            10,272,619Total
                liabilities
            
            $
            2,736,378
            
            
            $
            157,717
            
            
            $
            4,576,789
            
            
            $
            7,470,884




Consolidated
      gross profit for the first nine months of 2007 is at 44% of net sales as it
      was
      for the first six months of the year. Cost of services increased $1,967,221
      or
      over 50% during the third quarter of 2007 over the second quarter, while
      revenues increased $3,404,267 or over 48% during the same period. The
      operational plan implemented by Buckeye Management continues to provide positive
      results. A focused effort on cost controls and strategic vendor alliances has
      helped reduce the cost-of-services which resulted in the increased profit
      margins. With more acquisitions and greater economies of scales, management
      is
      confident even stronger returns can be generated.




Selling,
      general and administrative (SG&A) expenses increased in the third quarter of
      2007 just over 60% of the first six months of 2007, yet represents only 43%
      of
      net revenues in the third quarter of 2007 as compared with the first six months
      of the year where SG&A represented just under 40% of revenues. Marketing
      expenses increased to 11% of revenues in the third quarter of 2007 with an
      increase of $396,253 or 52% in marketing expenses over the first six months
      of
      2007 through aggressive yellow pages and direct mailings. Non-cost-of-service
      salaries were 19% of total revenues and just over 44% of total SG&A costs in
      the first nine months of 2007. Accounting, legal and other professional costs
      increased $126,021 to approximately 6.9% of total expenses and 3% of net
      revenues for the nine months ended September 30, 2007 over the second quarter
      which saw the same expenses representing right at 6% and 2.7% of total expenses
      and net revenues, respectively. As a percent of total SG&A expenses, rent
      expense increased $42,243 to 1.0% of costs in the third quarter of 2007.
      Insurance increased $105,801 in the third quarter of 2007 over the second
      quarter of 2007 to represent 6.9% of total SG&A costs for the nine months
      ended September 30, 2007.




Interest
      expense increased $83,307 in the third quarter of 2007 or 1.8% of total SG&A
      expenses.




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 nine months of 2007 as compared to the first six months of 2007
      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
      nine months of sales for the second quarter of 2007 as compared to only one
      HVAC
      subsidiary, HACS, in the first three quarters 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.*





22





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.





23





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




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




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




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




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




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




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





24





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




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




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




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




**HVAC/PLUMBING
      SERVICES**




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




***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.





25





**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
      nine months ended September 30, 2007, the Company experienced a net loss of
      $185,895 after net income from operations of $54,695. At September 30, 2007,
      the
      Company had $1,512,373 in cash and no cash equivalents. Of the cash on hand
      at
      September 30, 2007, $1,307,361 represents funding received for a future
      acquisition leaving $205,012 for operations.




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 6,390,091 shares of its
      common stock and no shares of its preferred stock for services in the first
      nine
      months ended September 30, 2007.




The
      Company's principal liquidity at September 30, 2007 included cash of $1,512,373
      and $157,176 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.





26





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




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






**Part
      II. Other Information**




**Item
      1. Legal Proceedings**




**INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS**




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




Various
      legal actions, governmental investigations and proceedings and claims may be
      instituted or asserted in the future by the Company or against the Company
      and/or its subsidiaries including those arising out of alleged deficiencies
      in
      the company's products; governmental or industry regulations relating to safety,
      financial services; employment-related matters; distributor, exhibitor,
      co-producer, vendor, supplier, or other contractual relationships; intellectual
      property rights; product warranties and environmental matters. Some of the
      foregoing matters involve or may involve compensatory, punitive or anti-trust
      or
      other treble damage claims in varying amounts, environmental remediation
      programs, sanctions or other relief which, if granted, would require varying
      expenditures. Litigation is subject to many uncertainties, and the outcome
      of
      individual litigated matters is not predictable with assurance. The Company
      does
      not reasonably expect, based on its analysis, that any adverse outcome from
      such
      matters would have a material effect on future consolidated financial statements
      for a particular year, although such an outcome is possible.




**Item
      2. Changes in Securities**


None




**Item
      3. Defaults Upon Senior Securities**


N/A




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


N/A




**Item
      5. Other Information**


N/A





27





**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-09/30/07Filed
                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-09/30/07Filed
                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-09/30/07Filed
                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-09/30/07Filed
                Herewith









**SIGNATURES**




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




BUCKEYE
                VENTURES, INC.Date:
                November 19, 2007
            
            By:
            /s/
                ALAN J. MINTZAlan
                J. Mintz*Chief
                Executive Officer & President*Date:
                November 19, 2007
            
            By:
            /s/
                HENRY S. LEONARDHenry
                S. Leonard*Chief
                Financial Officer*
              *and
                Chief Accounting Officer*







28