UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
10-QSB/A


Amendment
No. 2





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




For the
quarterly period ended June 30, 2006




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




For the
transition period from ____________ to ____________














Buckeye
Ventures, Inc.


(Exact
name of registrant as specified in its charter)





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




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


(Address
of principal executive offices)




(858)
272-6600


(Issuer’s
telephone number, including area code)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes  ýNo o




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


Yes o No ý




On August
18, 2006 there were : 98,548,618 shares of Registrant’s common stock, $.001 par
value, issued and outstanding.




Transitional Small Business Disclosure Format: Yes o No ý























FORWARD-LOOKING
STATEMENTS




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







Part
I. Financial Information




Item
1. Financial Statements







BUCKEYE
VENTURES, INC. and SUBSIDIARIES





INDEX
TO FINANCIAL STATEMENTS






Financial
              Page
              Number
            
            Sequential
              Page
              NumberConsolidated
      Balance Sheets as of June 30, 2006 and December 31, 2005
            
            F-2
            
            3Consolidated
      Statement of Operations for the three and six months ended June 30,
      2006
            
            F-3
            
            4Consolidated
      Statement of Cash Flows for the six months ended June 30,
    2006
            
            F-4
            
            5Notes
      to Consolidated Financial Statements
            
            F-5-F11
            
            6-12






F-1








BUCKEYE
VENTURES, INC. and SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS






June
      30, 2006
              (Unaudited)
            
            
            December
      31,
              2005ASSETSCurrent
      Assets:Cash and cash equivalents
            
            $
            626,732
            
            
            $
            415,762Accounts
      receivable, net of allowance for doubtful accounts of $22,915 and
      $80,000,
              respectively
            
            
            128,784
            
            
            
            178,951Other receivable
            
            
            17,500
            
            
            
            17,500Inventory
            
            
            520,833
            
            
            
            377,303Prepaid expenses and other current assets
            
            
            69,854
            
            
            
            91,702Investment in World Wide Motion Pictures Corporation
            
            
            -
            
            
            
            80,000Total
      current assets
            
            
            1,363,703
            
            
            
            1,161,218Motion picture and television properties, net of accumulated amortization
      of $1,851 and
              $0,
      respectively
            
            
            98,149
            
            
            
            -Property and equipment, net of accumulated depreciation of $39,224 and
      $10,118, respectively
            
            
            143,180
            
            
            
            109,615Goodwill
            
            
            -
            
            
            
            -Other assets
            
            
            28,667
            
            
            
            7,500Total
      assets
            
            $
            1,633,699
            
            
            $
            1,278,333LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilities:Notes
      payable and current portion of long-term debt
            
            $
            182,567
            
            
            $
            269,226Accounts
      payable
            
            
            338,777
            
            
            
            330,178Accrued
      expenses payable
            
            
            406,159
            
            
            
            324,362Customer
      deposits and deferred revenue
            
            
            51,109
            
            
            
            25,019Amounts
      received pursuant to contingent subscription offers
            
            
            -
            
            
            
            405,000Total
      current liabilities
            
            
            978,612
            
            
            
            1,353,785Long-term
      debt
            
            
            41,476
            
            
            
            46,390Total
      liabilities
            
            
            1,020,088
            
            
            
            1,400,175Stockholders'
      equity:Preferred
      Stock, 1,000,000 shares authorized:$0.01 par value, issued and outstanding 975,086 and 796,869 shares,
      respectively
            
            
            9,751
            
            
            
            7,969$10.00
      par value, issued and outstanding 23,000 and 0 shares,
      respectively
            
            
            230,000
            
            
            
            -Common
      Stock, 100,000,000 shares authorized:$0.001 par value, issued and outstanding 98,548,618 and 79,792,001 shares,
      respectively
            
            
            98,549
            
            
            
            79,792Additional
      paid-in capital
            
            
            846,207
            
            
            
            (12,761
            )Accumulated
      deficit
            
            
            (570,896
            )
            
            
            (196,842
            )Total
      stockholders' equity (deficit)
            
            
            613,611
            
            
            
            (121,842
            )Total
      liabilities and stockholders' equity
            
            $
            1,633,699
            
            
            $
            1,278,333




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








F-2







BUCKEYE
VENTURES, INC. and SUBSIDIARIES






CONSOLIDATED STATEMENT OF OPERATIONS(Unaudited)






Three
      Months Ended
              June
      30,
            
            
            Six
      Months Ended
              June
      30,2006
            
            
            2005
            
            
            2006
            
            
            2005Net
      sales
            
            $
            1,515,747
            
            
            $
            -
            
            
            $
            2,472,348
            
            
            $
            -Cost
      of sales
            
            
            1,021,331
            
            
            
            -
            
            
            
            1,652,386
            
            
            
            -Gross profit
            
            
            494,416
            
            
            
            -
            
            
            
            819,962
            
            
            
            -Selling,
      general and administrative expenses
            
            
            701,448
            
            
            
            -
            
            
            
            1,157,765
            
            
            
            -Loss
      from operations
            
            
            (207,032
            )
            
            
            -
            
            
            
            (337,803
            )
            
            
            -Interest
      income
            
            
            1,056
            
            
            
            -
            
            
            
            1,122
            
            
            
            -Interest
      expense
            
            
            (11,977
            )
            
            
            -
            
            
            
            (37,373
            )
            
            
            -Loss
      before income taxes
            
            
            (217,953
            )
            
            
            -
            
            
            
            (374,054
            )
            
            
            -Income
      taxes
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            $
            (217,953
            )
            
            $
            -
            
            
            $
            (374,054
            )
            
            $
            -Net
      loss per share - basic and diluted
            
            $
            (.00
            )
            
            $
            -
            
            
            $
            (.00
            )
            
            $
            -Weighted
      average number of common shares outstanding - basic and
      diluted
            
            
            98,476,995
            
            
            
            -
            
            
            
            92,246,308
            
            
            
            -










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








F-3







BUCKEYE
VENTURES, INC. and SUBSIDIARIES






STATEMENT
OF CASH FLOWS (Unaudited)






Six
      Months Ended
              June
      30,2006
            
            
            2005CASH
      FLOWS FROM OPERATING ACTIVITIES:Net (loss)
            
            $
            (374,054
            )
            
            $
            -Adjustments to reconcile net (loss) to net cash provided by (used
      in)operating activities:Shares issued to lender and charged to interest expense
            
            
            12,000
            
            
            
            -Stock based compensation
            
            
            7,754
            
            
            
            -Depreciation and amortization
            
            
            14,796
            
            
            
            -Changes
      in operating assets and liabilities:Accounts receivable, net
            
            
            50,167
            
            
            
            -Inventory
            
            
            (143,530
            )
            
            
            -Prepaid expenses and other current assets
            
            
            39,848
            
            
            
            -Accounts payable
            
            
            3,948
            
            
            
            -Accrued expenses payable
            
            
            81,797
            
            
            
            -Customer deposits and deferred revenue
            
            
            26,090
            
            
            
            -Net
      cash flows provided by (used in) operating activities
            
            $
            (281,184
            )
            
            $
            -CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase of property and equipment
            
            
            (12,234
            )
            
            
            -Cash acquired in connection with reverse acquisition
              of
      World Wide Motion Pictures Corporation
            
            
            98,382
            
            
            
            -Increase in other assets
            
            
            (21,167
            )
            
            
            -Net
      cash flows provided by (used in) investing activities
            
            $
            64,981
            
            
            $
            -CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayment of notes payable and long-term debt
            
            
            (115,527
            )
            
            
            -Proceeds from sales of common stock
            
            
            542,700
            
            
            
            -Net
      cash flows provided by (used in) financing activities
            
            
            427,173
            
            
            
            -NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            210,970
            
            
            
            -CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            415,762
            
            
            
            -CASH
      AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            626,732
            
            
            $
            -Supplemental
      disclosures of cash flow information:Interest paid
            
            $
            2,918
            
            
            $
            -Income taxes paid
            
            $
            -
            
            
            $
            -













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








F-4








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended June 30, 2006


(Unaudited)





NOTE
– 1 Interim Financial Statements




The
unaudited financial statements as of June 30, 2006 and for the three months and
six months then ended have been prepared in accordance with accounting
principles generally accepted in the United States for interim financial
information and with instructions to Form 10-QSB. In the opinion of management,
the unaudited financial statements have been prepared on the same basis as the
annual financial statements and reflect all adjustments, which include only
normal recurring adjustments, necessary to present fairly the financial position
as of June 30, 2006, and the results of operations and cash flows for the three
and six month period ended June 30, 2006. The financial data and other
information disclosed in these notes to the interim financial statements related
to these periods are unaudited. The results for the three month period ended
June 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 February 1,
2008).




NOTE
– 2  Description of Business




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




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




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




NOTE
– 3 Share Exchange Reverse Acquisition




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































F-5











BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended June 30, 2006


(Unaudited)







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




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





The
operating results of WWMPC have been included in the accompanying consolidated
financial statements from March 1, 2006 (effective date of the Share Exchange).
Had the acquisition occurred January 1, 2006, pro forma net sales, net loss, and
diluted loss per share for the six months ended June 30, 2006 would be
$2,472,583, $(424,594), and $(.00), respectively. The pro forma information is
not necessarily indicative of the results that would have been reported had the
acquisition actually occurred on January 1, 2006, nor is it intended to project
results of operations for any future period.





NOTE
– 4  Acquisition of Heating & Air Conditioning Services,
Inc.




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




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




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





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























F-6








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended June 30, 2006


(Unaudited)





NOTE
– 5  Property and Equipment, Net





Property
and equipment, net consisted of:





June
      30, 2006 (Unaudited)
            
            
            December
      31,
                2005Leasehold
      Improvements
            
            $
            72,219
            
            
            $
            65,838Vehicles
            
            
            55,414
            
            
            
            52,654Equipment
            
            
            54,771
            
            
            
            1,241Total
            
            
            182,404
            
            
            
            119,733Less
      accumulated depreciation
            
            
            (39,224
            )
            
            
            (10,118
            )Property
      and equipment, net
            
            $
            143,180
            
            
            $
            109,615





NOTE
–  6  Motion Picture and Television Properties





Motion
picture and television properties consist of films and television programs
acquired by WWMPC. The majority of WWMPC's motion picture and television
properties were acquired from third parties in exchange for WWMO Common Stock
and WWMO Preferred Stock. The $98,149 carrying value of the properties at June
30, 2006 represents the $100,000 estimated fair value of the properties at March
1, 2006 (effective date of the Share Exchange) less $1,851 accumulated
amortization from March 1, 2006. The estimated fair value at March 1, 2006 was
determined in conjunction with an independent valuation of the motion picture
and television properties by using future cash flows of the respective
properties based on historical results and estimates of future net revenues.
Actual future revenues from the properties may differ materially from such
estimates as a result of many factors, including the amount of capital available
to effectively exploit the properties.





NOTE
– 7  Notes Payable and Long-term Debt





Notes
payable and long-term debt consisted of:





June
      30, 2006
                (Unaudited)
            
            
            December
      31,
                2005BVI
      note payable to investor, interest at 24%, due $50,000 on May 16, 2006 and
      $150,000 on July 1, 2006, secured by certain HACS assets
            
            $
            150,000
            
            
            $
            200,000HACS
      note payable to seller of HACS (repaid in 2006)
            
            
            -
            
            
            
            60,000HACS
      note payable in monthly installments of principal and interest (at 9.55%)
      of $596 through November 7, 2010, secured by truck vehicle
            
            
            25,686
            
            
            
            27,970HACS
      note payable in monthly installments of principal and interest (at 9.39%)
      of $579 through December 12, 2010, secured by truck
vehicle
            
            
            25,427
            
            
            
            27,646WWMPC
      payable to bank under revolving line of credit, interest at 8%, due in
      monthly installments of principal and interest, secured by personal
      guarantees of WWMPC officers
            
            
            5,930
            
            
            
            -WWMPC
      payable to related party, interest at 0%, due on demand
            
            
            17,000
            
            
            
            -Total
            
            
            224,043
            
            
            
            315,616Less
      current portion
            
            
            (182,567
            )
            
            
            (269,226
            )Long-term
      debt
            
            $
            41,476
            
            
            $
            46,390




















F-7





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended June 30, 2006


(Unaudited)





NOTE
–  8  Accrued Expenses Payable





Accrued
expenses payable consisted of:





June
      30, 2006
                (Unaudited)
            
            
            December
      31,
                2005Accrued
      compensation due officers
            
            $
            200,000
            
            
            $
            200,000Accrued
      other compensation, payroll taxes and withholdings
            
            
            81,364
            
            
            
            109,045Accrued
      interest expense
            
            
            35,737
            
            
            
            13,282Accrued
      state income tax
            
            
            10,358
            
            
            
            10,358Other
            
            
            51,019
            
            
            
            47,666Total
            
            $
            406,159
            
            
            $
            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 June
30, 2006, preferred stock consisted of:




Series
            Number of Shares
      of
              Preferred
      Stock
            Number of Shares
      of
              Common
Stock
              Convertible
      Into$.01
      Par Value:89-B
            717
            2,86891-C
            1,000
            4,00092-D+E
            26,000
            104,00094-F
            50,000
            20,00094-G
            1,000
            40094-H+I
            7,500
            30,00096-J
            15,000
            30,00099-K
            10,000
            -00-L
            25,000
            50,00001-O
            28,000
            -03-U
            14,000
            14,00006-W
            796,869
            -$.01 par value total
            975,086
            255,268$10.00
      Par Value:88-A
            20,000
            4,00001-P
            2,000
            -03-V
            1,000
            -$10.00
      par value total
            23,000
            4,000Total
      Preferred Stock
            998,086
            259,268








F-8








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended June 30, 2006


(Unaudited)





NOTE
– 10  Common Stock





In April
and May 2006, BEYV sold 1,940,000 restricted shares of BEYV Common Stock
(provided by the two former BVI stockholders) to 10 accredited investors at a
price of $.25 per share, or $485,000 total. The related subscription agreements
provide that in the event the market value of the shares sold are less than the
subscription amounts (based upon the average closing price of the shares during
the 30 day period 12 months from the date of the subscribers' receipt of the
shares), the stockholders will issue the respective subscriber an additional
number of restricted shares so that the value of the subscriber's shares with
the additional shares will equal the subscriber's subscription
amount.





In June
2006, the Company issued 85,759 restricted shares of BEYV common stock for cash
and services.





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





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





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





Under
agreements with two of the investors relating to the sale of 900,000 shares of
WWMO common stock at a price of $.25 per share, or $225,000 total, in the event
that the market value of the shares 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 two former
BVI stockholders will issue the respective subscribers 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.





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.





For the
six months ended June 30, 2006, income taxes consisted of:




Current:Federal
            
            $
            -State
            
            
            -Total
            
            
            -Deferred:Federal
            
            
            (115,096
            )State
            
            
            (35,535
            )Valuation
      allowance
            
            
            150,631Total
            
            
            -Total
      income taxes
            
            $
            -








F-9








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended June 30, 2006


(Unaudited)








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




Federal
      income tax at 34%
            
            $
            (127,178
            )State
      income tax, net
            
            
            (23,453
            )Change
      in valuation allowance
            
            
            150,631Total
            
            $
            -








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 June 30, 2006 will be realized. Accordingly, the
Company has provided a 100% allowance against the deferred tax asset in the
financial statements at June 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.





NOTE – 12
 Commitments and Contingencies





Operating
leases:




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
six months ended June 30, 2006, rent expense under operating leases consisted
of:




HACS
      space
            
            $
            45,000WWMPC
      office space
            
            
            3,369HACS
      truck vehicles
            
            
            23,409Total
            
            $
            71,778





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




Year
      Ended December 31,2006
            $
            45,0002007
            
            90,0002008
            
            90,0002009
            
            90,0002010
            
            7,500Total
            $
            322,500











F-10





BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


Notes
to Consolidated Financial Statements


Three
Months Ended June 30, 2006


(Unaudited)








Employment
Agreements:





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





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





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





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





NOTE –13  Restatement of
Previously Issued Financial Statements





The
Company has restated its consolidated balance sheet at June 30, 2006 (which was
previously included in a Form 10-QSB filed with the SEC on August 21, 2006). The
purpose of the restatement is to correct errors relating to the previous
accounting of the Share Exchange. The restatement adjustments decrease the fair
value of the motion picture and television properties (from $6,260,550 to
$100,000) and goodwill (from $54,996 to $0) acquired on March 1, 2006 in
connection with the Share Exchange Reverse Acquisition. The restatement
adjustments had no effect on the reported net loss.





The
effect of the restatement adjustments on the consolidated balance sheet at June
30, 2006 follows:





As
      Previously
              Reported
            
            
            Restatement
              Adjustments
            
            
            As
      RestatedTotal
      current assets
            
            $
            1,363,703
            
            
            $
            -
            
            
            $
            1,363,703Motion
      picture and television properties, net
            
            
            6,258,699
            
            
            
            (6,160,550
            )
            
            
            98,149Goodwill
            
            
            54,996
            
            
            
            (54,996
            )
            
            
            -Other
      assets
            
            
            171,847
            
            
            
            
            
            
            
            171,847Total
      assets
            
            $
            7,849,245
            
            
            $
            (6,215,546
            )
            
            $
            1,633,699Total
      liabilities
            
            $
            1,020,088
            
            
            $
            -
            
            
            
            1,020,088Total
      stockholders’ equity
            
            
            6,829,157
            
            
            
            (6,215,546
            )
            
            $
            613,611Total
      liabilities and stockholders’ equity
            
            $
            7,849,245
            
            
            $
            (6,215,546
            )
            
            
            1,633,699



































F-11








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




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




RESULTS
OF OPERATIONS




Second Quarter
2006




CONSOLIDATED
OVERVIEW




Buckeye
(the "Company") reported consolidated revenues of $1,515,747 in the second
quarter of 2006 and $2,472,348 for the six months ended June 30, 2006. The
Company expects revenue growth to be in the mid-single digit range in 2006. The
Company believes that positive factors such as higher consumer confidence and
increased home sales will help it overcome rising fuel costs. The Company
continues to remain focused on acquisitions, top-line sales growth, and
increased customer retention. The Company has incurred expense related to the
Share Exchange/Reverse Acquisition, the development of its model and
preparations for HVAC acquisitions.




OPERATIONS
REVIEW




HVAC
Operations




Heating
& Air Conditioning Services, Inc. ("Heating & Air"), the only subsidiary
within the HVAC segment, provides direct HVAC installation and repair services.
Revenues increased $1,335,273 overall to $1,515,144 in the second quarter of
2006, which was a 742% increase over its 2005 second quarter revenues. For the
six months ended June 30, 2005 and 2006 revenues increased from $330,207 to
$2,471,695. The segment reported operating income of $77,861 in the second
quarter of 2006 compared to operating income of $27,664 in the second quarter of
2005. For the six months ending June 30 2005 and 2006, the segment reported
operating loss of $31,382 and income of $82,188. The Company's consolidated
financial statements do not include Heating & Air's operations prior to July
31, 2005 (effective date of acquisition).




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




Media
Operations




World
Wide Motion Pictures Corporation ("World Wide") and its two subsidiaries
comprise the Media segment. World Wide consolidated operating loss increased
$7,111 from $9,233 for the three months ended June 30 of 2005 to $16,344 in
2006. The increased loss was due primarily to $7,936 lower operating revenues
and $2,875 higher operating costs and expenses. The loss for the six months
ending June 30 increased from $29,747 in 2005 to $70,349 in 2006. This increase
is attributable to $20,290 lower operating revenues and $24,179 higher operating
costs. Operating revenues decreased $7,936 (93%) from $8,540 for three months
ending June, 30 2005 to $603 in 2006. For the six months ending June 30, 2005
and 2006, operating revenues decreased $20,290 from $20,943 to $653 The decrease
was due primarily to the transition during the Share Exchange/Reverse
Acquisition and substantially lower revenues from the distribution of the
feature length films entitled “Amy,” “Ninth Street,” and “Shattered
Illusions.”




Operating
costs and expenses increased $2,875 (16%) from $17,773 for the three months
ended June 30, 2005 to $20,648 in 2006.  The increase was due primarily to
the $7,754 higher stock-based compensation in 2006.  In the second quarter
2005, no shares of common stock were issued for services. For the six months
ended June 30, 2005 and 2006, operating costs and expenses increased $24,179
from $50,690 to $74,869. The Company's consolidated financial statements do not
include World Wide's operations prior to March 1, 2006 (effective date of
reverse acquisition).





















13








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




Three
      Months Ended June 30, 2006HVAC
            
            
            Media
            
            
            Corporate
            
            
            ConsolidatedRevenues
            
            $
            1,515,143
            
            
            $
            604
            
            
            $
            -
            
            
            $
            1,515,747Income
      (Loss) from Operations
            
            
            82,188
            
            
            
            (16,344
            )
            
            
            (272,876
            )
            
            
            (207,032
            )Cash
      and cash equivalents
            
            
            180,886
            
            
            
            92,671
            
            
            
            353,175
            
            
            
            626,732Total
      assets
            
            
            1,021,368
            
            
            
            223,415
            
            
            
            388,916
            
            
            
            1,633,699Total
      liabilities
            
            $
            570,049
            
            
            $
            28,217
            
            
            $
            428,322
            
            
            $
            1,020,088












HVAC




Heating
& Air




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




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




MEDIA




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




GENERAL




HVAC




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




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




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










14










The
Heating & Air company markets its services primarily through yellow pages
advertisements, direct mail and internet sites. Additionally, Heating & Air
engages in co-op marketing with Lennox International Inc. in the Boston market.
Heating & Air is an independent Lennox dealer ranked with Lennox Industries
as a Premier Dealer and Circle of Excellence Award Winner putting it in the top
one percent of all residential Lennox dealers in North America. More than ninety
percent of Heating & Air's business is focused on the residential retail
market (existing home owner). Heating & Air provides both service and
installation of heating, cooling, and indoor air quality systems specializing in
the add-on and replacement markets. James Papasodero, the general manager and
original founder, has been running the company since it began in 1983 and was
incorporated in 1984. As of June 30, 2006, Heating & Air operates 18
vehicles, has inventory of $520,833, and has a customer list of 17,000
names.




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




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




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




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




MEDIA




In fiscal
2005 and the second quarter of 2006, World Wide continued its involvement in a
variety of film and television projects relative to development, acquisition,
packaging, production and marketing/distribution activities.




LIQUIDITY
AND CAPITAL RESOURCES




For the
three months and six months ended June 30, 2006, the Company experienced a net
loss of $ (217,953) and $(374,054). At June 30, 2006, the Company had $626,732
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.




The
Company's principal liquidity at June 30, 2006 included cash of $626,732 and
$128,784 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.













15







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




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




Item
3. Controls and Procedures




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




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




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




Part
II. Other Information




Item
1. Legal Proceedings




INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS




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




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




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














16








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 Exhibits31.1
            
            Chief
      Executive Officer's Certification Pursuant to Rule 13a-14(a)/15d-14(a) and
      pursuant to Section 302 of the Sarbanes-Oxley Act of
  2002.31.2
            
            Financial
      Officer's Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            
            Chief
      Executive Officer's Certification Pursuant to 18 U.S.C. Section 1350, as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.32.2
            
            Financial
      Officer's Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002.












SIGNATURES




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






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















17