**U.S.
                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, 2006
              
              OR
              
              ( 
                ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES
                EXCHANGE ACT OF 1934
              
              **Commission
                File No. 0-27454**







**BUCKEYE
                VENTURES, INC.**
              (Name
                of small business issuer in its
                charter)





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





**4455
                LAMONT STREET, SUITE 3, SAN DIEGO, CA**
              (Address
                of principal executive offices)
            **92109**
              (Zip
                Code)





**(858)
                272-6600**
              (Issuer's
                telephone number)





**NA**
              (Former
                name, former address and former fiscal year, if changed since last
                report)Indicate
                by check mark whether the registrant (1) filed all reports required
                to be
                filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
                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 [  ]
              
              Indicate
                the number of shares outstanding of each of the Issuer's classes
                of common
                stock as of the latest practical date:98,548,618shares
                of Common Stock (par value $.001 per share) outstanding on November
                5,
                2006.









**Part
      I. Financial Information**






**Item
      1. Financial Statements**




PAGE
            F-2
            CONSOLIDATED
                BALANCE SHEETS AS OF SEPTEMBER 30, 2006 (UNAUDITED) AND DECEMBER
                31,
                2005PAGE
            F-4
            CONSOLIDATED
                STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
                30,
                2006 AND 2005 (UNAUDITED)PAGE
            F-5
            CONSOLIDATED
                STATEMENT OF CHANGES IN STOCKHOLDER’S EQUITY FOR THE NINE MONTHS ENDED
                SEPTEMBER 30, 2006 (UNAUDITED)PAGE
            F-6
            CONSOLIDATED
                STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
                2006 AND
                2005 (UNAUDITED)PAGE
            F-8
            NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2006
                (UNAUDITED)






F-1




**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      BALANCE SHEETS**


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




**ASSETS**


September
                30,
              2006
              (Unaudited)
            
            December
                31,
              2005**CURRENT
                ASSETS**Cash
            
            $
            354,301
            
            $
            415,762Accounts
                receivable, net of allowance for doubtfulaccounts
              of
                $39,014 and $80,000, respectively
            
            
            498,623
            
            
            178,951Other
                receivables
            
            
            28,254
            
            
            17,500Inventory
            
            
            464,370
            
            
            377,303Prepaid
                expenses
            
            
            263,742
            
            
            91,702Total
                current assets
            
            
            1,609,292
            
            
            1,081,218Motion
                picture and television properties,Net
                of accumulated
              amortization
                of$3,239
                and $0, respectively
            
            
            6,257,311
            
            
            -Property
                and equipment, net
            
            
            291,603
            
            
            109,615Goodwill
            
            
            4,054,670
            
            
            -Intangible
                assets, net
            
            
            83,661
            
            
            -Other
                assets, primarily deposits
            
            
            76,456
            
            
            7,500Investment
                in subsidiary
            
            
            -
            
            
            80,000Deferred
                tax asset
            
            
            259,391
            
            
            -Total
                assets
            
            $
            12,632,382
            
            $
            1,278,333





F-2


**BUCKEYE
                VENTURES, INC. AND SUBSIDIARIES**
              **CONSOLIDATED
                BALANCE SHEETS (continued)**
              **As
                of September 30, 2006 (Unaudited) and December 31, 2005****LIABILITIES
                AND STOCKHOLDERS' EQUITY**




September
                30,
              2006
              (Unaudited)
            
            December
                31,
              2005**CURRENT
                LIABILITIES:**Accounts
                payable
            
            $
            720,231
            
            $
            330,178Accrued
                expenses
            
            
            569,670
            
            
            324,362Current
                portion of notes payable
            
            
            476,512
            
            
            269,226Customer
                deposits and deferred revenue
            
            
            226,662
            
            
            25,019Stock
                subscription receipts
            
            
            -
            
            
            405,000Total
                current liabilities
            
            
            1,993,075
            
            
            1,353,785**LONG-TERM
                LIABILITIES:**Notes
                payable, net of current portion
            
            
            4,082,936
            
            
            46,390Notes
                payable, related parties, net of current portion
            
            
            36,398
            
            
            -Total
                long-term liabilities
            
            
            4,119,334
            
            
            46,390Total
                liabilities
            
            
            6,112,409
            
            
            1,400,175Commitments
                and contingencies
            
            
            -
            
            
            -**STOCKHOLDERS'
                EQUITY**Preferred
                stock, authorized 1,000,000 shares,
              $.01
                par value, 975,086 and 796,869 shares issued and outstanding,
                respectively
              $10.00
                par value, 23,000 and -0- shares issued and outstanding,
                respectively
            
            
            9,751
              
              230,000
            
            
            7,969
              
              -Common
                stock, authorized 100,000,000 shares, $.001 par value; 98,548,618
                and
                79,792,001
              shares
                issued and outstanding, respectively
            
            
            98,549
            
            
            79,792Additional
                paid-in capital
            
            
            7,071,753
            
            
            (12,761
            )Accumulated
                deficit
            
            
            (890,080
            )
            
            (196,842
            )Total
                stockholders' equity
            
            
            6,519,973
            
            
            (121,842
            )Total
                liabilities and stockholders' equity
            
            $
            12,632,382
            
            $
            1,278,333





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





F-3




**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF OPERATIONS**


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




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




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





F-4


**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY**


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






Preferred
                Stock
            
            Common
                Stock
            
            Additional
                Paid-In Capital
            
            Accumulated
                Deficit
            
            TotalNumber
            
            Amount
            
            Number
            
            AmountBalance,
                January 1, 2006
            
            
            796,869
            
            $
            7,969
            
            
            79,792,001
            
            $
            79,792
            
            $
            (12,761
            )
            $
            (196,842
            )
            $
            (121,842
            )Share
                exchange reverse acquisition of
              World
                Wide Motion Pictures Corporation,
              effective
                March 1, 2006
            
            
            201,217
            
            
            231,782
            
            
            18,670,858
            
            
            18,671
            
            
            6,575,646
            
            
            -
            
            
            6,826,099Sale
                of common stock of related parties for cash
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            495,000
            
            
            -
            
            
            495,000Common
                stock issued for cash
            
            
            -
            
            
            -
            
            
            21,143
            
            
            21
            
            
            6,179
            
            
            -
            
            
            6,200Common
                stock issued for services
            
            
            -
            
            
            -
            
            
            64,616
            
            
            65
            
            
            7,689
            
            
            -
            
            
            7,754Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (693,238
            )
            
            (693,238
            )Balance,
                September 30, 2006
            
            
            998,086
            
            $
            239,751
            
            
            98,548,618
            
            $
            98,549
            
            $
            7,071,753
            
            $
            (890,080
            )
            $
            6,519,973





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





F-5


**BUCKEYE
      VENTURES, INC. AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


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





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





F-6








2006
            
            2005Supplemental
                disclosures of cash flow information:Cash
                paid for:Interest
            
            $
            18,308
            
            $
            673Income
                taxes
            
            $
            -
            
            $
            -Non-cash
                investing and financing activities:Purchase
                of Energy King, Inc. for notes payable
            
            $
            3,900,000
            
            $
            -Stock
                issued for services
            
            
            7,754
            
            
            16,262












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





F-7




**BUCKEYE
                VENTURES, INC. AND SUBSIDIARIES**
              **NOTES
                TO CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2006
                (Unaudited)**






NOTE
      1 -
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




The
      Company




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




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




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




Principles
      of consolidation




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




Use
      of
      estimates




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


Cash
      and
      cash equivalents





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





Accounts
      receivable





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





F-8


Inventory





Inventory
      is stated at the lower of cost or market using the first-in, first-out method.





Property
      and equipment




Property
      and equipment are stated at cost less accumulated depreciation and amortization. Expenditures
      for additions, renewals, and improvements are capitalized. Costs of repairs
      and
      maintenance are expensed when incurred. Depreciation is provided using the
      straight-line method over the estimated useful lives of the assets. Leasehold
      improvements are amortized over the shorter of the lease term or the asset’s
      useful life. Assets
      are depreciated over the following estimated useful lives:





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





Intangible
      assets




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





Impairment
      of long-lived assets





Property
      and equipment and other long-lived assets, including amortizable intangible
      assets, are evaluated for impairment whenever events or conditions indicate
      that
      the carrying value of an asset may not be recoverable. If the sum of the
      expected undiscounted cash flows is less than the carrying value of the related
      asset or group of assets, a loss is recognized for the difference between the
      fair value and carrying value of the asset or group of assets. Such analyses
      necessarily involve significant judgment. There were no impairment losses
      recorded in 2006 or 2005.





Revenue
      recognition and deferred revenue




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





Shipping
      and handling fees





Shipping
      and handling costs billed to customers are included in sales and the related
      costs are included in cost of goods sold.  Shipping and handling costs are
      charged to expense as incurred. Total shipping and handling costs of $3,370
      were recorded for the
      nine
      months ended September 30, 2006 .





Concentration
      of suppliers





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





F-9


Earnings
      (loss) per share




Basic
      earnings (loss) per common share (EPS) are based on the weighted average number
      of common shares outstanding during each period. Diluted earnings per common
      share are based on shares outstanding (computed as under basic EPS) and
      potentially dilutive common shares. As of September 30, 2006 and 2005, the
      Company had notes payable with convertible opportunities after specified periods
      of time into shares of common stock, They are potentially dilutive common shares
      but are not included in the computation of loss per share because their exercise
      dates are over twelve months into the future.





Comprehensive
      income (loss)





The
      Company has no items of other comprehensive income (loss) for the nine months
      ended September 30, 2006 and 2005.





Income
      taxes





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





Advertising





Advertising
      costs are charged to expense as incurred. Advertising costs are included in
      selling, general, and administrative expenses on the accompanying consolidated
      statements of operations and totaled $175,544 for the nine months ended
      September 30, 2006.




Fair
      value of financial instruments




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





Interim
      Financial Statements





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





F-10


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





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





Reclassification





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




Application
      of critical accounting policies





Our
      financial statements and accompanying notes are prepared in accordance with
      U.S.
      GAAP. Preparing financial statements requires management to make estimates
      and
      assumptions that affect the reported amounts of assets, liabilities, revenue,
      and expenses. These estimates and assumptions are affected by management’s
      application of accounting policies.





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




F-11


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




In
      July
      2006, the FASB released FASB Interpretation No. 48, "Accounting for Uncertainty
      in Income Taxes, an Interpretation of FASB Statement No. 109" (FIN 48). FIN
      48
      clarifies the accounting and reporting for uncertainties in income tax law.
      This
      Interpretation prescribes a comprehensive model for the financial statement
      recognition, measurement, presentation and disclosure of uncertain tax positions
      taken or expected to be taken in income tax returns. The company will adopt
      this
      Interpretation in the first quarter of 2007. The cumulative effects, if any,
      of
      applying this Interpretation will be recorded as an adjustment to Retained
      earnings, Goodwill, or Accumulated Gains and (Losses) not Affecting Retained
      Earnings, as appropriate, as of the beginning of the period of adoption. The
      company has commenced the process of evaluating the expected effect of FIN
      48 on
      its Consolidated Financial Statements and does not presently expect a material
      impact upon adoption. However, the company does expect to reclassify a portion
      of its unrecognized tax benefits from current to non-current liabilities because
      payment of cash is not anticipated within one year of the balance sheet date.
      Prior period amounts also will be reclassified to conform to this change in
      presentation.





SFAS
      No. 142, Goodwill and Other Intangible Assets, requires that goodwill be
      tested for impairment at the reporting unit level (operating segment or one
      level below an operating segment) on an annual basis (December for us) and
      between annual tests if an event occurs or circumstances change that would
      more
      likely than not reduce the fair value of a reporting unit below its carrying
      value. These events or circumstances could include a significant change in
      the
      business climate, legal factors, operating performance indicators, competition
      or sale or disposition of a significant portion of a reporting unit. Application
      of the goodwill impairment test requires judgment, including the identification
      of reporting units, assignment of assets and liabilities to reporting units,
      assignment of goodwill to reporting units, and determination of the fair value
      of each reporting unit. The fair value of each reporting unit is estimated
      using
      a discounted cash flow methodology. This requires significant judgments
      including estimation of future cash flows, which is dependent on internal
      forecasts, estimation of the long-term rate of growth for our business, the
      useful life over which cash flows will occur, and determination of our weighted
      average cost of capital. Changes in these estimates and assumptions could
      materially affect the determination of fair value and/or goodwill impairment
      for
      each reporting unit. We allocate goodwill to reporting units based on the
      reporting unit expected to benefit from the combination. We evaluate our
      reporting units on an annual basis and if necessary, reassign goodwill using
      a
      relative fair value allocation approach.




F-12


In
      November 2004, the FASB issued Statement of Financial Accounting Standards
      No. 151, “Inventory Costs”. This Statement amends the guidance in ARB
      No. 43 Chapter 4 Inventory Pricing, to require items such as idle
      facility costs, excessive spoilage, double freight and rehandling costs to
      be
      expensed in the current period, regardless if they are abnormal amounts or not.
      This Statement became effective for us in the first quarter of 2006. The
      adoption of SFAS No. 151 is not expected to have a material impact on our
      financial condition, results of operations, or cash flows.





**NOTE
      2 - INVENTORY**




Inventory
      consists of the following as of:




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






**NOTE
      - 3**  **SHARE
      EXCHANGE REVERSE ACQUISITION**




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




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




Cash
                and cash equivalents
            
            $
            98,382Other
                receivable
            
            
            1,500Motion
                picture and television properties
            
            
            6,260,550Equipment
            
            
            34,276Total
                assets
            
            
            6,394,708Notes
                payable
            
            
            23,954Accounts
                payable
            
            
            4,651Total
                liabilities
            
            
            28,605Identifiable
                net assets
            
            $
            6,366,103




F-13


The
      $54,996 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
      ($6,421,099) over the identifiable net assets of WWMO at March 1, 2006
      ($6,366,103) 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 nine months ended September 30, 2006 would be
      $3,889,243, $(642,820), and $(.006), respectively. The pro forma information
      is
      not necessarily indicative of the results that would have been reported had
      the
      acquisition actually occurred on January 1, 2006, nor is it intended to project
      results of operations for any future period.




**NOTE
      - 4**  **ACQUISITIONS**




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





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




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




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




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





F-14


**ENERGY
      KING, INC.**





On
      September 28, 2006, effective September 30, 2006, BVI acquired 100% of the
      outstanding stock of energy King, Inc. ("EKI") for $4,255,624 in notes payable
      with no cash consideration. EKI, a California corporation incorporated on
      February 3, 1988 as I. T. E. S. Service Corp, and changed its name to Energy
      King in December 2005 services and installs heating, cooling, and indoor air
      quality systems for primarily residential customers located in the Sacramento,
      California area.




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




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




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





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





F-15


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





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





The
      operating results of EKI have not been included in the accompanying consolidated
      financial statements subsequent to September 30, 2006 (effective date of the
      Acquisition). Had the acquisition occurred January 1, 2006, pro forma net sales,
      net loss, and diluted loss per share for the nine months ended September 30,
      2006 would be $5,335,161, $(422,632), and $(.004), respectively. The pro forma
      information is not necessarily indicative of the results that would have been
      reported had the acquisition actually occurred on January 1, 2006, nor is it
      intended to project results of operations for any future period.





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





F-16


**NOTE
      - 5**  **PROPERTY
      AND EQUIPMENT**





Property
      and equipment consists of the following as of:





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





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





**NOTE
      - 6**  **MOTION
      PICTURE AND TELEVISION PROPERTIES**





Motion
      picture and television properties consist of films and television programs
      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
      $6,257,311 net book value of the properties at September 30, 2006 represents
      the
      $6,260,550 estimated fair value of the properties at March 1, 2006 (effective
      date of the Share Exchange) less $3,239 accumulated amortization from March
      1,
      2006. The estimated fair value at March 1, 2006 was determined by discounting
      the future cash flow of the respective properties based on management estimates
      of future net revenues. Actual future revenues from the properties may differ
      materially from such estimates as a result of many factors, including the amount
      of capital available to effectively exploit the properties.




**NOTE
        - 7**  **NOTES
        PAYABLE AND LONG-TERM DEBT**
 
 Notes
        payable consist of:


F-17


September
                30,
              2006
              (Unaudited)
            
            December
                31,
              2005Buckeye
                Ventures, Inc., note payable to Pedersen Family Trust at 5% interest
                for 5
                months, payable in monthly installments of principal and interest
                of
                $50,000, through February, 2007.
            
            $
            255,215
            
            $
            -Buckeye
                Ventures, Inc. note payable to investor at 24% interest with principal
                and
                accrued interest due by December 31, 2007, secured by certain corporate
                assets.
            
            
            125,000
            
            
            200,000Buckeye
                Ventures, Inc. note payable through acquisition to investor at 5.00%
                interest with interest payments beginning October 1, 2006 with all
                principal and accrued interest due by September 30, 2009, secured
                by
                certain corporate assets.
            
            
            2,925,000
            
            
            -Buckeye
                Ventures, Inc. note payable through acquisition to investor at 5.00%
                interest with interest payments beginning October 1, 2006 with all
                principal and accrued interest due by September 30, 2009, secured
                by
                certain corporate assets.
            
            
            975,000
            
            
            -HACS
                note payable to seller of HACS (repaid in 2006).
            
            
            -
            
            
            60,000HACS
                note payable at 9.55% interest with principal and interest payments
                of
                $596 through November 7, 2010, secured by truck vehicle.
            
            
            24,502
            
            
            27,970HACS
                note payable at 9.39% interest in monthly installments of principal
                of
                $579 through December 12, 2010, secured by truck vehicle.
            
            
            24,277
            
            
            27,646HACS
                note payable at 10.95% interest in monthly installments of principal
                and
                interest of $349 through July 4, 2011, secured by truck
                vehicle.
            
            
            15,593
            
            
            -HACS
                note payable at 9.49% interest in monthly installments of principal
                and
                interest of $472 through August 9, 2011, secured by truck
                vehicle.
            
            
            22,091
            
            
            -HACS
                note payable at 9.49% interest in monthly installments of principal
                and
                interest of $404 through August 29, 2011, secured by truck
                vehicle.
            
            
            18,941
            
            
            -EKI
                note payable to related party at 5.00% interest for 24 months, beginning
                Oct 1, 2006, with a balloon payment of $ 36,398.29 principle + 3,819.70
                interest (24 months interest), payable in monthly installments of
                principal and interest of $0.
            
            
            36,398
            
            
            -EKI
                note payable to Tri-County Bank at 9.05% interest for 55 months payable
                in
                monthly installments of principal and interest of $831.25 through
                January
                19, 2011, secured by truck vehicle.
            
            
            35,354
            
            
            -EKI
                note payable to River City Bank at 4.87% interest for 60 months payable
                in
                monthly installments of principal and interest of $350.32 through
                November
                2010, secured by truck vehicle.
            
            
            15,823
            
            
            -EKI
                note payable to the California Department of Toxic Substances Control
                in
                settlement of legal action.
            
            
            25,123
            
            
            -EKI
                note payable to the California Air Resources Board in settlement
                of legal
                action.
            
            
            19,296
            
            
            -EKI
                note payable to the Sacramento County District Attorney’s Office in
                settlement of legal action.
            
            
            55,990WWMPC
                payable to bank under revolving line of credit, interest at 8%, due
                in
                monthly installments of principal and interest, secured by personal
                guarantees of WWMPC officers.
            
            
            5,243
            
            
            -WWMPC
                note payable to related party, interest at 0% interest, due on
                demand.
            
            
            17,000
            
            
            -Total
            
            
            4,595,846
            
            
            315,616Less
                current portion
            
            
            (476,512
            )
            
            (269,226
            )Long-term
                debt
            
            $
            4,119,334
            
            $
            46,390




F-18


Other
      long-term debt consists of an EKI $100,409 settlement and final judgment amount
      with the Consumer and Environmental Protection Division of the Superior Court
      of
      California, county of Sacramento dated September 21, 2006. It consists of three
      amounts; $25,123, $19,296 and $55,990.




NOTE
      - 8  **ACCRUED
      EXPENSES PAYABLE**





Accrued
      expenses payable consisted of:




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




**NOTE
      - 9**  **PREFERRED
      STOCK**




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




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




At
      September 30, 2006, preferred stock consisted of:




**Series**
            
            **Number
                of Shares of**
              **Preferred
                Stock**
            
            **Number
                of Shares of Common****Stock
                Convertible 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
            
            
            998,086
            
            
            255,268*$10.00
                Par Value:*88-A
            
            
            20,000
            
            
            4,00001-P
            
            
            2,000
            
            
            -03-V
            
            
            1,000
            
            
            -$10.00
                par value total
            
            
            23,000
            
            
            4,000Total
                Preferred Stock
            
            
            998,086
            
            
            259,268




F-19


**NOTE
      - 10**  **COMMON
      STOCK**





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





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





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





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





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





**NOTE
      - 11**  **INCOME
      TAXES**





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





F-20


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




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





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




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





Management
      has not determined it to be more likely than not that any portion of the
      deferred tax asset attributable to the future utilization of the net operating
      loss carryforwards as of September 30, 2006 will be realized. Accordingly,
      the
      Company has provided a 100% allowance against the deferred tax asset in the
      financial statements at September 30, 2006. The Company will continue to review
      this valuation allowance and make adjustments as appropriate. The net operating
      loss carryforwards are available in varying amounts through year 2026 to offset
      future taxable income.





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





F-21




**NOTE
      - 12**  **COMMITMENTS
      AND CONTINGENCIES**





Operating
      leases:





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





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





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





HACS
      leases truck vehicles under month to month lease agreements.





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




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




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




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





F-22


Employment
      Agreements:





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





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





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





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





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





Contingency:





The
      Share
      Exchange Agreement, as amended, 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.





**13.   Segment
      Information**





For
      the
      nine months ended September 30, 2006, BEYV and its subsidiaries operated in
      two
      business segments: the HVAC business segment (operated by the subsidiary HACS)
      and the media business segment (operated by the subsidiary WWMPC).





F-23


Segment
      information follows:




**Nine
                Months Ended**
              **September
                30,****2006**
            
            **2005**Net
                Sales:HVAC
            
            $
            3,888,355
            
            $
            289,529Media
            
            
            653
            
            
            -Total
            
            
            3,889,008
            
            
            289,529Income
                (loss) from operations:HVAC
            
            
            235,946
            
            
            (12,479
            )Media
            
            
            (56,645
            )
            
            -Corporate
            
            
            (492,380
            )
            
            (18,735
            )Total
            
            
            (312,411
            )
            
            (31,214
            )Interest
                income:HVAC
            
            
            -
            
            
            -Media
            
            
            428
            
            
            -Corporate
            
            
            3,146
            
            
            -Total
            
            
            3,574
            
            
            -Interest
                expense:HVAC
            
            
            4,357
            
            
            -Media
            
            
            668
            
            
            -Corporate
            
            
            41,573
            
            
            -Total
            
            
            46,598
            
            
            -Income
                (loss) before income taxes:HVAC
            
            
            231,602
            
            
            (12,479
            )Media
            
            
            (53,216
            )
            
            -Corporate
            
            
            (497,570
            )
            
            (18,735
            )Total
            
            
            (319,184
            )
            
            (31,214
            )Total
                assets:HVAC
            
            
            2,396,827
            
            
            771,968Media
            
            
            6,379,008
            
            
            -Corporate
            
            
            3,856,547
            
            
            6,264Total
            
            
            12,632,382
            
            
            778,232Capital
                expenditures:HVAC
            
            
            128,429
            
            
            -Media
            
            
            -
            
            
            -Corporate
            
            
            1,633
            
            
            -Total
            
            
            130,062
            
            
            -Depreciation
                and amortization:HVAC
            
            
            32,549
            
            
            1,294Media
            
            
            6,181
            
            
            -Corporate
            
            
            181
            
            
            -Total
            
            $
            38,911
            
            $
            1,294




F-24
 
 All
          sales
          were made to customers in the United States.
  No
          single
          customer accounted for more than 10% of net sales.
  **14.   Subsequent
          Events**
  **Item
          2. Management's Discussion and Analysis or Plan of
          Operation**
  Management's
          discussion and analysis of financial condition and results of operations
          should
          be read in conjunction with the consolidated financial statements and related
          notes.
  **RESULTS
          OF OPERATIONS**
  **Third
          Quarter 2006**
  CONSOLIDATED
          OVERVIEW
  Buckeye
          (the "Company") reported consolidated revenues of $3,889,008 in the third
          quarter of 2006. The Company expects revenue growth to be in the mid-single
          digit range in 2006. The heating ventilation and air conditioning (HVAC)
          industry has cyclical components. HVAC operations traditionally have seen
          higher
          sales beginning in the mid-winter months into late January. Sales pick
          up even
          stronger in the late Spring through Summer. The Company believes that positive
          factors such a greater consumer awareness of energy conservation through
          better
          HVAC equipment utilization as well as higher consumer confidence and increased
          home sales will help it overcome rising fuel costs. The Company continues
          to
          remain focused on acquisitions, top-line sales growth, and increased customer
          retention. The Company has incurred expense related to the Share
          Exchange/Reverse Acquisition, the development of its HVAC model and preparations
          for HVAC acquisitions. The acquisition of EKI has provided the opportunity
          to
          use a well designed and marketable name, Energy King, as its brand. With
          the
          opportunity of combining locally acquired HVAC businesses in specific regions
          across the United States and including the logo and name Energy King, a
          nationally recognized brand name is possible.
  SEGMENT
          REVIEW
  HVAC
          Segment
  Currently
          there are two subsidiaries within the HVAC segment providing direct HVAC
          installation and repair services; Heating & Air Conditioning Services, Inc.
          ("HACS") and Energy King, Inc. ("EKI"). While HACS was acquired on July
          31,
          2005, EKI was acquired on September 28, 2006. Consequently, two months
          of HACS
          and none of EKI operational data are included from 2005 with nine months
          of HACS
          and none of EKI 2006 operational data included as of September 30, 2006.
          Both
          HACS and EKI have concentrations of sales in the residential
          market.
  The
          HVAC
          segment had net income from operations for the nine months ended September
          30,
          2006 of $235,946, or 6% of net sales compared to a loss of $(12,479) or
          (4.4)%
          of net sales in income from operations at the end of the two months ended
          September 30, 2005. We have implemented an integration plan with the HACS
          subsidiary which is providing positive operational results. The same plan
          will
          be tailored to EKI and future acquisitions to improve marketing, administration
          and sales efforts. The integration plan is comprised of a team of professionals
          with experience in the HVAC industry who work with the acquired company’s
          management and field staff to develop and train their people in techniques
          to
          improve sales. Key components of the integration include, standardized
          reporting
          of operations, customer awareness and support, lead generation and follow
          through, focused marketing, employee training and pricing
          strategies.
  Media
            Segment
  The
          operating results of WWMPC have been included in the accompanying consolidated
          financial statements from March 1, 2006 (effective date of the Share Exchange).
          Had the acquisition occurred January 1, 2006, pro forma net sales, net
          loss, and
          diluted loss per share for the nine months ended September 30, 2006 would
          be
          $3,889,243, $(499,167), and $(.004), respectively. The pro forma information
          is
          not necessarily indicative of the results that would have been reported
          had the
          acquisition actually occurred on January 1, 2006, nor is it intended to
          project
          results of operations for any future period.
  The
          following table presents selected HVAC, MEDIA, Corporate and Consolidated
          financial data for the periods indicated.




**Nine
                Months Ended September 30, 2006**HVAC
                Segment
            
            Media
                Segment
            
            Corporate
            
            ConsolidatedRevenues
            
            $
            3,888,355
            
            $
            653
            
            $
            -
            
            $
            3,889,008Income
                (Loss) from Operations
            
            
            235,946
            
            
            (55,977
            )
            
            (492,380
            )
            
            (312,411
            )Cash
                and cash equivalents
            
            
            216,156
            
            
            89,460
            
            
            48,685
            
            
            354,301Total
                assets
            
            
            2,396,827
            
            
            6,379,008
            
            
            3,856,547
            
            
            12,632,382Total
                liabilities
            
            $
            1,699,720
            
            $
            28,002
            
            $
            4,384,687
            
            $
            6,112,409




HVAC
      SEGMENT




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




MEDIA
      SEGMENT




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




WWMPC
      has
      been in business 29 years and historically derived its revenues from the
      licensing of its film and television productions, the licensing of its inventory
      of previously produced films or television productions and fees received for
      professional services provided to the industry. The Company has also received
      revenue for the marketing and distribution of product produced or owned by
      third
      party producers and production companies.









**GENERAL**




HVAC
      SEGMENT




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




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




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




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




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




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




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









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




MEDIA
      SEGMENT




WWMPC
      currently holds the distribution rights to 314 motion picture and television
      titles. The competition for revenue and revenue acquisition relative to existing
      or pending exploitation agreements of WWMPC’s film and television product
      library and current and future production and distribution of projects is
      volatile due to the many technological and innovative changes in the industry
      and also changes regularly occurring in the international economy. Currently,
      governmental involvement and international concerns, such as the pirating of
      intellectual property, will affect the company's business
      prospects.




The
      estimated fair value at March 1, 2006 was determined by discounting the future
      cash flow of the respective properties based on management 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. As the estimated fair value
      of
      the existing library of motion picture and television titles are predicated
      on
      future cash flows being generated from them, continued lack of such cash flows
      my necessitate an impairment cost applied to those assets.




**LIQUIDITY
      AND CAPITAL RESOURCES**




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




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




In
      accordance with the Securities and Exchange Commission "Regulation D", and
      subject to Rule 144 restrictions, the Company issued 2,001,143 shares of its
      common stock and no shares of its preferred stock for cash and 64,616 shares
      of
      its common stock for services in the second quarter ended June 30, 2006 and
      none
      in the third quarter ended September 30, 2006.




The
      Company's principal liquidity at September 30, 2006 included cash of $354,301
      and $498,623 net accounts receivable. The Company's liquidity position remains
      sufficient enough to support on-going general administrative expense, strategic
      positioning, and the garnering of contracts and relationships.




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




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









**Item
      3. Controls and Procedures**




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




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




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




**Part
      II. Other Information**




**Item
      1. Legal Proceedings**




**INVOLVEMENT
      IN CERTAIN LEGAL PROCEEDINGS**




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




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




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




**Item
      2. Changes in Securities**




None







**Item
      3. Defaults Upon Senior Securities**




N/A




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




N/A




**Item
      5. Other Information**




N/A




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




N/A


**EXHIBIT
                INDEX**


**Exhibit
                  No.**
              ****Description
                  of
                  Exhibits****




31.1
              Alan
                  Mintz Certification
 31.2
              Paul
                  Hancock Certification
 32.1
              Alan
                  Mintz Certification
 32.1
              Paul
                  Hancock Certification


99.1
            Employment
                agreement  - Verin Larson


99.2
            Employment
                agreement  - Alan
                Hardwick


99.3
            Promissory
                note - Varin Larson and Deanna
                Larson


99.4
            Promissory
                note - Alan Hardwick






**SIGNATURES**




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




BUCKEYE
                VENTURES INC.November
                20, 2006
            /s/
                Alan Mintz
              Alan
                Mintz
              Chief
                Executive OfficerNovember
                20, 2006
            /s/
                Paul D. Hancock
              Paul
                D. Hancock
              Vice
                Chairman of the Board/Chairman of Finance
                     Committee