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 September 30, 2007




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




For the
transition period from ____________ to ____________












Buckeye
Ventures, Inc.


(Exact
name of registrant as specified in its charter)





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




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


(Address
of principal executive offices)




(858)
272-6600


(Issuer’s
telephone number, including area code)




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




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


Yes o No x




On
November 9, 2007 there were 105,173,750 shares of Registrant’s common stock,
$.001 par value, issued and outstanding.




Transitional Small Business Disclosure Format: Yes o No x












INDEX
TO FINANCIAL STATEMENTS




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


F-1










BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED BALANCE
SHEETS






September
      30,
              2007
            
            
            December 31,
              2006(Unaudited)
              (Restated)ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
            
            $
            1,512,373
            
            
            $
            273,976Accounts
      receivable, less allowance for doubtful accounts of $18,000 and $22,915,
      respectively
            
            
            157,176
            
            
            
            95,058Other
      receivables
            
            
            352,344
            
            
            
            155,755Inventories
            
            
            646,974
            
            
            
            554,837Prepaid
      expenses
            
            
            327,801
            
            
            
            266,426Total
      current assets
            
            
            2,996,668
            
            
            
            1,346,052Property
      and equipment, net
            
            
            681,520
            
            
            
            415,044Goodwill
            
            
            2,733,263
            
            
            
            2,359,065Intangible
      assets, net
            
            
            77,859
            
            
            
            82,210Other
      assets, primarily deposits
            
            
            108,487
            
            
            
            103,473Total
      assets
            
            $
            6,597,797
            
            
            $
            4,305,844LIABILITIES
      AND STOCKHOLDERS’ EQUITYCURRENT
      LIABILITIES:Accounts
      payable
            
            $
            774,672
            
            
            $
            711,295Accrued
      expenses
            
            
            703,834
            
            
            
            593,081Current
      portion of notes payable and long-term debt
            
            
            1,355,405
            
            
            
            637,500Customer
      deposits and deferred revenue
            
            
            525,757
            
            
            
            192,901Total
      current liabilities
            
            
            3,359,668
            
            
            
            2,134,777Notes
      payable and long-term debt, net of current portion
            
            
            2,205,176
            
            
            
            2,193,292Total
      liabilities
            
            
            5,564,844
            
            
            
            4,328,069Commitments
      and contingencies
            
            
            —
            
            
            
            —STOCKHOLDERS’
      EQUITY:Preferred
      stock, authorized 3,000,000 shares:
              $.01
      par value, 975,086 and 975,086 shares issued and outstanding,
      respectively
            
            
            9,751
            
            
            
            9,751$10.00
      par value, 23,000 and 23,000 shares issued and outstanding,
      respectively
            
            
            230,000
            
            
            
            230,000Common
      stock, authorized 150,000,000 shares, $.001 par value; 104,929,609 and
      98,548,618 shares
              issued
      and outstanding, respectively
            
            
            104,930
            
            
            
            98,549Additional
      paid-in capital
            
            
            2,352,312
            
            
            
            856,207Accumulated
      deficit
            
            
            (1,664,040
            )
            
            
            (1,216,732
            )Total
      stockholders’ equity
            
            
            1,032,953
            
            
            
            (22,225
            )Total
      liabilities and stockholders’ equity
            
            $
            6,597,797
            
            
            $
            4,305,844





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




F-2










BUCKEYE VENTURES, INC. AND
SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)







Three
      Months Ended
              September
      30,
            
            
            Nine
      months Ended
              September
      30,2007
              (Restated)
            
            
            2006
            
            
            2007
              (Restated)
            
            
            2006Revenues,
      net
            
            $
            3,404,267
            
            
            $
            1,416,660
            
            
            $
            10,455,843
            
            
            $
            3,889,008Cost
      of services
            
            
            1,967,221
            
            
            
            812,083
            
            
            
            5,887,911
            
            
            
            2,464,469Gross
      profit
            
            
            1,437,046
            
            
            
            604,577
            
            
            
            4,567,932
            
            
            
            1,424,539Selling,
      general and administrative expenses
            
            
            1,786,645
            
            
            
            916,988
            
            
            
            4,774,650
            
            
            
            2,074,753Operating
      income (loss)
            
            
            (349,599
            )
            
            
            (312,411
            )
            
            
            (206,718
            )
            
            
            (650,214
            )Other
      income (expense)Interest
      income
            
            
            350
            
            
            
            2,452
            
            
            
            1,340
            
            
            
            3,574Other
      income
            
            
            (22,799
            )
            
            
            —
            
            
            
            87
            
            
            
            —Interest
      expense
            
            
            (83,307
            )
            
            
            (9,225
            )
            
            
            (238,978
            )
            
            
            (46,598
            )Total
      other income (expense)
            
            
            (105,756
            )
            
            
            (6,773
            )
            
            
            (237,551
            )
            
            
            (43,024
            )Income
      (Loss) before income taxes
            
            
            (455,355
            )
            
            
            (319,184
            )
            
            
            (444,269
            )
            
            
            (693,238
            )Income
      tax expense
            
            
            —
            
            
            
            —
            
            
            
            3,039
            
            
            
            —Net
      Income (Loss)
            
            $
            (455,355
            )
            
            $
            (319,184
            )
            
            $
            (447,308
            )
            
            $
            (693,238
            )Income
      (Loss) per share: Basic and diluted
            
            $
            (.00
            )
            
            $
            (.00
            )
            
            $
            (.00
            )
            
            $
            (.01
            )Shares
      used in computing income (loss) per share:Basic
            
            
            104,682,241
            
            
            
            98,548,618
            
            
            
            101,832,309
            
            
            
            94,347,078Diluted
            
            
            104,682,241
            
            
            
            98,548,618
            
            
            
            101,832,309
            
            
            
            94,347,078




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





F-3










BUCKEYE VENTURES, INC. AND
SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY




For
The Nine months Ended September 30, 2007


(Unaudited)




Preferred Stock
            
            
            Common Stock
            
            
            
            Additional
                Paid-In
            
            
            
            AccumulatedShares
            
            
            
            Amount
            
            
            
            Shares
            
            
            
            Amount
            
            
            
            Capital
            
            
            
            Deficit
            
            
            
            TotalBalance
      at December 31, 2006
            
            
            998,086
            
            
            $
            239,751
            
            
            
            98,548,618
            
            
            $
            98,549
            
            
            $
            856,207
            
            
            $
            (1,216,732
            )
            
            $
            (22,225
            )Common
      stock issued in debt reduction (restated)
            
            
            —
            
            
            
            —
            
            
            
            5,200,900
            
            
            
            5,201
            
            
            
            1,125,824
            
            
            
            —
            
            
            
            1,131,025Common
      stock issued pursuant to acquisition of Barnett assets
      (restated)
            
            
            —
            
            
            
            —
            
            
            
            600,000
            
            
            
            600
            
            
            
            149,400
            
            
            
            —
            
            
            
            150,000Common
      stock issued for services (restated)
            
            
            —
            
            
            
            —
            
            
            
            580,091
            
            
            
            580
            
            
            
            64,431
            
            
            
            —
            
            
            
            65,011Value
      of warrants relating to first closing of convertible
      debentures
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            156,450
            
            
            
            
            
            
            
            156,450Net
      income (loss) (restated)
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            —
            
            
            
            (447,308
            )
            
            
            (447,308
            )Balance
      at September 30, 2007 (restated)
            
            
            998,086
            
            
            $
            239,751
            
            
            
            104,929,609
            
            
            $
            104,930
            
            
            $
            2,352,312
            
            
            $
            (1,664,040
            )
            
            $
            1,032,953






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





F-4








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(Unaudited)






Nine
      months Ended
              September
      30,2007
              (Restated)
            
            
            2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
            
            $
            (447,308
            )
            
            $
            (693,238
            )Adjustments
      to reconcile net income (loss) to net cash provided by
      operating activities—Shares
      issued to lender and charged to interest expense
            
            
            —
            
            
            
            12,000Stock
      compensation expense
            
            
            65,011
            
            
            
            7,754Depreciation
      and amortization expense
            
            
            130,840
            
            
            
            38,911Changes
      in operating assets and liabilities, net of
              effects
      of acquisitionsReceivables,
      net
            
            
            (258,707
            )
            
            
            (106,671
            )Inventories
            
            
            (92,137
            )
            
            
            (4,477
            )Prepaid
      expenses and other current assets
            
            
            (61,375
            )
            
            
            (71,863
            )Accounts
      payable
            
            
            63,377
            
            
            
            (112,324
            )Accrued
      expenses
            
            
            110,753
            
            
            
            151,693Customer
      deposits and deferred revenue
            
            
            332,856
            
            
            
            188,444Net
      cash provided by (used in) operating activities
            
            
            (156,690
            )
            
            
            (589,771
            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of property and equipment
            
            
            (317,163
            )
            
            
            (104,944
            )Cash
      acquired (used) in connection with acquisition
            
            
            (300,000
            )
            
            
            181,326Other
      assets
            
            
            (5,014
            )
            
            
            (13,849
            )Net
      cash (used in) provided by investing activities
            
            
            (622,177
            )
            
            
            62,533CASH
      FLOWS FROM FINANCING ACTIVITIES:Repayments
      of notes payable and long-term debt
            
            
            (21,620
            )
            
            
            (140,527
            )Increase
      in notes payable
            
            
            2,038,884
            
            
            
            53,604Proceeds
      from sales of common stock
            
            
            —
            
            
            
            552,700Net
      cash provided by (used in) financing activities
            
            
            2,017,264
            
            
            
            465,777NET
      INCREASE IN CASH AND CASH EQUIVALENTS
            
            
            1,238,397
            
            
            
            (61,461
            )CASH
      AND CASH EQUIVALENTS, beginning of period
            
            
            273,976
            
            
            
            415,762CASH
      AND CASH EQUIVALENTS, end of period
            
            $
            1,512,373
            
            
            $
            354,301





Supplemental
      disclosures of cash flow information:Interest
      paid
            
            $
            30,317
            
            
            $
            2,918Income
      taxes paid
            
            
            800
            
            
            
            —Stock
      issued for debt reduction
            
            
            1,131,025
            
            
            
            —Acquisition
      of Energy King, Inc. Barnett assets for common stock
            
            $
            150,000
            
            
            $
            —






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




F-5







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






1
- BUSINESS AND ORGANIZATION




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




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




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




2
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Principles
of consolidation




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




Cash
and cash equivalents




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




Accounts
receivable




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




Accounting
for Allowance for Doubtful Accounts




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




Inventory




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




F-6








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






Property
and Equipment




Property
and equipment are stated at cost, and depreciation is computed using the
straight-line method over the estimated useful lives of the assets. Leasehold
improvements are capitalized and amortized over the lesser of the expected life
of the lease or the estimated useful life of the asset. Assets are depreciated
over the following estimated useful lives:




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




Expenditures
for repairs and maintenance are charged to expense when incurred. Expenditures
for major renewals and betterments, which extend the useful lives of existing
equipment, are capitalized and depreciated over the remaining useful life of the
equipment. Upon retirement or disposition of property and equipment, the cost
and related accumulated depreciation are removed from the accounts and any
resulting gain or loss is recognized in “Loss (gain) on sale of assets” in the
statement of operations.




Goodwill




Goodwill
represents the excess of the aggregate purchase price paid by the Company in
acquisitions over the fair value of the net tangible and intangible assets
acquired.




Long-Lived
Assets




Long-lived
assets are comprised principally of goodwill, property and equipment, and
deferred income tax assets. The Company periodically evaluates whether events
and circumstances have occurred that indicate that the remaining balances of
these assets may not be recoverable. The Company uses estimates of future income
from operations and cash flows, as well as other economic and business factors,
to assess the recoverability of these assets. If the sum of the expected
undiscounted cash flows is less than the carrying value of the related asset or
group of assets, a loss is recognized for the difference between the fair value
and carrying value of the asset or group of assets. Such analyses necessarily
involve significant judgment.




Revenue
recognition and deferred revenue




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




Shipping
and handling fees




Shipping
and handling costs billed to customers are included in sales and the related
costs are included in cost of goods sold.  Shipping and handling costs are
charged to expense as incurred.




Concentration
of suppliers




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




Warranty
Costs




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





F-7







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






Earnings
(loss) per share




Basic
earnings (loss) per common share (EPS) are based on the weighted average number
of common shares outstanding during each period. Diluted earnings per common
share are based on shares outstanding (computed as under basic EPS) and
potentially dilutive common shares. As of September 30, 2007 and December 31,
2006, the Company had notes payable with convertible opportunities after
specified periods of time into shares of common stock, They are potentially
dilutive common shares but are not included in the computation of diluted loss
per share because their inclusion would have been anti-dilutive.




Comprehensive
income (loss)




The
Company has no items of other comprehensive income (loss) for the nine months
ended September 30, 2007 or the year ended December 31, 2006.




Income
Taxes




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




The
Company files a consolidated return for federal income tax purposes. Income
taxes are provided for under the liability method in accordance with SFAS
No. 109, “Accounting for Income Taxes,” which takes into account
differences between financial statement treatment and tax treatment of certain
transactions. Deferred tax assets represent the tax effect of activity that has
been reflected in the financial statements but which will not be deductible
for tax purposes until future periods. Deferred tax liabilities represent the
tax effect of activity that has been reflected in the financial statements but
which will not be taxable until future periods.




The
Company regularly evaluates valuation allowances established for deferred tax
assets for which future realization is uncertain. The Company performs this
evaluation each quarter. Estimations of required valuation allowances include
estimates of future taxable income. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which the activity underlying these assets becomes deductible. The
Company considers projected future taxable income and tax planning strategies in
making this assessment. If actual future taxable income differs from the
estimates, the Company may not realize deferred tax assets to the extent it has
estimated.




Advertising




Advertising
costs are charged to expense as incurred. Advertising costs are included in
selling, general, and administrative expenses on the accompanying consolidated
statements of operations and totaled $930,824 and $175,544 for the nine months
ended September 30, 2007 and 2006, respectively.




Fair
value of financial instruments




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




Recently
issued accounting pronouncements




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





F-8








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






Segment
Disclosure




Buckeye’s
activities are within the residential market of the mechanical services
industry, which is the prominent industry segment served by the
Company.




Use
of Estimates




The
preparation of financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions by
management in determining the reported amounts of assets and liabilities,
revenues and expenses, and disclosures regarding contingent assets and
liabilities. Actual results could differ from those estimates. The most
significant estimates used in the Company’s financial statements affect revenue
and cost recognition, the allowance for doubtful accounts, self-insurance
accruals, deferred tax assets, warranty accruals, and the quantification of fair
value for reporting units in connection with the Company’s goodwill and other
long-lived asset impairment testing.




Concentrations
of Credit Risk




The
Company provides services in a broad range of geographic regions. The Company’s
credit risk primarily consists of receivables from a variety of customers
including general contractors, property owners and developers, and commercial
and industrial companies. The Company regularly reviews its accounts receivable
and estimates an allowance for uncollectible amounts. The Company has a diverse
customer base, with no single customer accounting for more than 1% of
consolidated revenues for the nine months ended September 30, 2007.




Interim
Financial Statements




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





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission's rules and regulations. These unaudited financial
statements should be read in conjunction with the audited financial statements
and notes to financial statements included in the Buckeye Ventures, Inc. Form
10-KSB (filed April 17, 2007).




Reclassifications




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




3
- INVENTORY




Inventory
consists of the following as of:




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




F-9








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






4
- SHARE EXCHANGE REVERSE ACQUISITION




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




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




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




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




5 - ACQUISITIONS




HEATING
& AIR CONDITIONING SERVICES, INC.




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




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





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





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-10







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






ENERGY
KING, INC.




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





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





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




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




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




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




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




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





F-11







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






6 - PROPERTY AND
EQUIPMENT




Property
and equipment consists of:




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




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




7 - OTHER LONG LIVED
ASSETS




Motion
Picture and Television Properties




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




8
- GOODWILL




In most
businesses the Company has acquired, the consideration paid to buy the business
was greater than the value of specifically identifiable net assets in the
business. Under generally accepted accounting principles, this excess is termed
goodwill and is recognized as an asset at the time the business is acquired. It
is generally expected that future net earnings from an acquired business will
exceed the goodwill asset recognized at the time the business is bought. Under
previous generally accepted accounting principles, goodwill was required to be
amortized, or regularly charged to the Company’s operating results in its
statement of operations.




SFAS
No. 142, “Goodwill and Other Intangible Assets” requires companies to
assess goodwill asset amounts for impairment each year, and more frequently if
circumstances suggest an impairment may have occurred. Impairment must be
reflected when the value of a given business unit in excess of its tangible net
assets falls below the goodwill asset balance carried for that unit on the
Company’s books. If other business units have had increases in the value of
their respective goodwill balances, such increases may not be recorded under
SFAS No. 142. Accordingly, such increases may not be netted against
impairments at other business units.




The
Company currently performs its annual impairment testing as of December 31
and any impairment charges resulting from this process are reported in the
fourth quarter. The Company segregated its operations into reporting units based
on the degree of operating and financial independence of each unit and the
Company’s related management of them. These reporting units are tested for
impairment by comparing the unit’s fair value to its carrying value. The fair
value of each reporting unit was estimated using a discounted cash flow model
combined with market valuation approaches. Significant estimates and assumptions
are used in assessing the fair value of reporting units. These estimates and
assumptions involved future cash flows, growth rates, discount rates, weighted
average cost of capital and estimates of market valuations for each of the
reporting units.




The
Company has not recorded goodwill impairment charges for the nine months ended
September 30, 2007 or the year ended December 31, 2006.




F-12









BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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




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




Goodwill
      balance as of December 31, 2005
            
            $
            —Goodwill
      related to share exchange with WWMP (see note 4)
            
            
            —Goodwill
      related to acquisition of EKI (see note 5)
            
            
            2,359,065Impairment
      adjustment
            
            
            —Goodwill
      balance as of December 31, 2006
            
            $
            2,359,065Goodwill
      related to acquisition of Energy King, Inc. Barnett assets
            
            
            374,198Impairment
      adjustment
            
            
            —Goodwill
      balance as of September 30, 2007
            
            $
            2,733,263




9 - NOTES PAYABLE AND LONG-TERM
DEBT




Notes
payable consist of:




September
      30,
              2007
            
            
            December
      31,
              2006(unaudited)Buckeye
      Ventures, Inc., Convertible Debenture payable to Trafalgar at an effective
      interest rate of 13.2% for 26 months, payable in monthly installments of
      principal and interest plus an effective redemption value of approximately
      15.8% through August 29, 2009. Net of $156,450 discounts
            
            $
            1,343,550
            
            
            $
            -Buckeye
      Ventures, Inc., note payable to Pedersen Family Trust at 5% interest for 5
      months, payable in monthly installments of principal and interest of
      $50,000, through February, 2007.
            
            
            34,493
            
            
            
            130,215Buckeye
      Ventures, Inc. note payable to investor at 24% interest with principal and
      accrued interest due by December 31, 2007, secured by certain corporate
      assets.
            
            
            162,347
            
            
            
            162,530Buckeye
      Ventures, Inc. note payable through acquisition to investor at 5.00%
      interest with interest payments beginning October 1, 2006 with all
      principal and accrued interest due by September 30, 2009, secured by
      certain corporate assets. (less $1,425,000 contingent
      consideration).
            
            
            1,400,000
            
            
            
            1,500,000Buckeye
      Ventures, Inc. note payable through acquisition to investor at 5.00%
      interest with interest payments beginning October 1, 2006 with all
      principal and accrued interest due by September 30, 2009, secured by
      certain corporate assets. (less $475,000 contingent
      consideration).
            
            
            -
            
            
            
            500,000Buckeye
      Ventures, Inc. multiple twelve month notes payable to investor at 10% on
      loans from October 17, 2006 through December 8, 2006 maturing in October
      and December 2007.
            
            
            200,000
            
            
            
            150,000Buckeye
      Ventures, Inc. twelve month note payable to investor at 12% on loan from
      October 31, 2006 maturing October 31, 2007.
            
            
            100,000
            
            
            
            100,000HACS
      note payable at 9.55% interest with principal and interest payments of
      $596 through November 7, 2010, secured by truck vehicle.
            
            
            19,468
            
            
            
            23,290HACS
      note payable at 9.39% interest in monthly installments of principal of
      $579 through December 12, 2010, secured by truck vehicle.
            
            
            19,400
            
            
            
            23,100HACS
      note payable at 10.95% interest in monthly installments of principal and
      interest of $349 through July 4, 2011, secured by truck
      vehicle.
            
            
            12,957
            
            
            
            14,966HACS
      note payable at 9.49% interest in monthly installments of principal and
      interest of $472 through August 9, 2011, secured by truck
      vehicle.
            
            
            18,357
            
            
            
            21,193HACS
      note payable at 9.49% interest in monthly installments of principal and
      interest of $404 through August 29, 2011, secured by truck
      vehicle.
            
            
            15,748
            
            
            
            18,171HACS
      note payable at 11.75% interest in monthly installments of principal and
      interest of $427 through March 26, 2112, secured by truck
      vehicle.
            
            
            17,814
            
            
            
            -HACS
      note payable at 11.76% interest in monthly installments of principal and
      interest of $513 through April 26, 2112, secured by truck
      vehicle.
            
            
            21,746
            
            
            
            -




F-13







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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







EKI
      note payable at 5.00% interest for 24 months, beginning Oct 1, 2006, with
      a balloon payment of $ 36,398.29 principle + 3,819.70 interest (24 months
      interest), payable in monthly installments of principal and interest of
      $0.
            
            
            24,145
            
            
            
            38,921EKI
      note payable to Tri-County Bank at 9.05% interest for 55 months payable in
      monthly installments of principal and interest of $831.25 through January
      19, 2011, secured by truck vehicle.
            
            
            58,183
            
            
            
            33,648EKI
      note payable to River City Bank at 4.87% interest for 60 months payable in
      monthly installments of principal and interest of $350.32 through November
      2010, secured by truck vehicle.
            
            
            12,313
            
            
            
            14,968EKI
      note payable to the California Department of Toxic Substances Control in
      settlement of legal action.
            
            
            -
            
            
            
            12,561EKI
      note payable to the California Air Resources Board in settlement of legal
      action.
            
            
            -
            
            
            
            9,648EKI
      note payable to GMAC at 5.9% interest for 48 months payable in monthly
      installments of principal and interest of $631.26.
            
            
            24,666
            
            
            
            -EKI
      note payable to the Sacramento County District Attorney’s Office in
      settlement of legal action.
            
            
            55,990
            
            
            
            55,990WWMPC
      payable to bank under revolving line of credit, interest at 8%, due in
      monthly installments of principal and interest, secured by personal
      guarantees of WWMPC officers.
            
            
            2,404
            
            
            
            4,591WWMPC
      note payable, interest at 0% interest, due on demand.
            
            
            17,000
            
            
            
            17,0003,560,581
            
            
            
            2,830,792Less
      current portion
            
            
            (1,355,405
            )
            
            
            (637,500
            )Long-term
      debt
            
            $
            2,205,176
            
            
            $
            2,193,292





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





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





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





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




10 – CONVERTIBLE DEBENTURES





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





F-14







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






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




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




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





11
- ACCRUED EXPENSES PAYABLE




Accrued
expenses payable consisted of:




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




12.  Employee
Benefit Plans




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




13 -PREFERRED
STOCK




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




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




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




F-15







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






At
September 30, 2006, preferred stock consisted of:




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




$10.00
      Par Value:88-A
            
            
            20,000
            
            
            
            4,00001-P
            
            
            2,000
            
            
            
            -03-V
            
            
            1,000
            
            
            
            -$10.00
      par value total
            
            
            23,000
            
            
            
            4,000Total
      Preferred Stock
            
            
            998,086
            
            
            
            259,268




14 -COMMON
STOCK




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




On June
28, 2007, the Company issued a total of 2,040,000 Units of the Company’s
securities to five investors in satisfaction of $510,000 in notes payable to
such investors. Each Unit is comprised of one share of the Company’s common
stock and three warrants, each warrant exercisable into one share of common
stock at a price of $0.05 per share and expiring at dates ranging from June 21,
2008 to September 14, 2008.




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




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





F-16








BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






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




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
provided 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 March
2007, nine of the investors who own a total of 1,900,000 of these shares agreed
to accept 5,700,000 warrants in consideration of their waiver of the provision
requiring delivery of additional restricted shares to them. Each warrant is
exercisable into one share of common stock at a price of $0.05 per share and
expires at dates ranging from August 31, 2008 to September 14,
2008.




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




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





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




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




15 - INCOME TAXES




Buckeye
expects to file a consolidated income tax return with its subsidiaries for
federal reporting purposes with subsidiaries filing separate income tax returns
for state reporting purposes.





The
provision for income taxes consists of the following:




Nine
      months Ended
              September
      30, 2007
            
            
            Nine
      months Ended
              September
      30, 2006Current—Federal
            
            $
            —
            
            
            $
            —State
            
            
            3,039
            
            
            
            —Total
      current
            
            
            3,039
            
            
            
            —Deferred—Federal
            
            
            (136,702
            )
            
            
            (240,226
            )State
            
            
            (42,206
            )
            
            
            (19,164
            )Valuation
      allowance
            
            
            178,908
            
            
            
            259,390Total
      deferred
            
            
            —
            
            
            
            —Total
      income taxes
            
            $
            3,039
            
            
            $
            —






F-17







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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







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




Nine
      months Ended
              September
      30, 2007
            
            
            Nine
      months Ended
              September
      30, 2006Federal
      income tax at 34%
            
            
            (151,051
            )
            
            
            (235,701
            )State
      income tax, net
            
            
            (24,818
            )
            
            
            (23,689
            )Change
      in valuation allowance
            
            
            178,908
            
            
            
            259,390Total
            
            $
            3,039
            
            
            $
            —




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




16 - COMMITMENTS AND
CONTINGENCIES




Operating
leases:




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




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




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




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







F-18







BUCKEYE
VENTURES, INC. AND SUBSIDIARIES


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






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




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




Employment
Agreements:




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




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




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





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




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




Contingency:




Claims
and Lawsuits




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




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




F-19







17
– RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS




The
Company has restated its consolidated financial statements for the nine months
ended September 30, 2007 (which were previously included in the Company’s Form
10-QSB filed with the SEC on November 19, 2007) in order to correct errors
relating to (1) the calculation of goodwill from the reverse acquisition of WWMO
on February 22, 2006, (2) the calculation of goodwill from the acquisition of
EKI on September 28, 2006, and (3) the accounting for certain stock issuances in
2006 and 2007.




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




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





In 2006,
the former stockholders of BVI delivered 150,000 shares of BEYV common stock to
the general manager of HACS pursuant to an employment agreement and 100,000
shares of BEYV common stock to a lender  pursuant to a loan agreement.
The Company erroneously did not reflect the $30,000 total fair value of these
shares as expenses in its previous December 31, 2006 consolidated financial
statements. The restatement adjustment at June 30, 2007 increases both
additional paid-in capital and accumulated deficit by $30,000.




In the
three months ended June 30, 2007, the Company issued 230,000 shares of BEYV
common stock to certain WWMPC consultants. The Company erroneously reflected the
$23,000 fair value of these shares as an increase in goodwill and not as an
expense. The restatement adjustment decreases goodwill by $23,000 and increases
selling, general and administrative expenses by $23,000.




At
September 30, 2007, the Company made an erroneous consolidation adjustment which
resulted in a $150,410 understatement of notes payable, a $88,001 understatement
of common stock issuance, and a $238,413 understatement of selling, general and
administrative expenses. The restatement adjustment increases the notes payable
and long-term debt by $150,410, decreases common stock by $2,004, increases
additional paid-in capital by $90,005, and increases selling, general and
administrative expenses by $238,413.




The
effect of the restatement adjustments on the consolidated balance sheet at
September 30, 2007 follows:




As
      Previously Reported
            
            
            Adjustments
            
            
            As
      RestatedASSETSTotal
      current assets
            
            $
            2,996,668
            
            
            $
            --
            
            
            $
            2,996,668Property
      and equipment, net
            
            
            681,520
            
            
            
            --
            
            
            
            681,520Goodwill
            
            
            6,408,085
            
            
            
            (3,674,822
            )
            
            
            2,733,263Intangible
      assets, net
            
            
            77,859
            
            
            
            --
            
            
            
            77,859Other
      assets, primarily deposits
            
            
            108,487
            
            
            
            --
            
            
            
            108,487Total
      assets
            
            $
            10,272,619
            
            
            $
            (3,674,822
            )
            
            $
            6,597,797





F-20







As
      Previously Reported
            
            
            Adjustments
            
            
            As
      RestatedLIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      portion of notes payable and long-term debt
            
            $
            1,355,405
            
            
            $
            --
            
            
            $
            1,355,405Other
      current liabilities
            
            
            2,004,263
            
            
            
            --
            
            
            
            2,004,263Total
      current liabilities
            
            
            3,359,668
            
            
            
            --
            
            
            
            3,359,668Notes
      payable, net of current portion
            
            
            3,954,766
            
            
            
            (1,749,590
            )
            
            
            2,205,176Total
      liabilities
            
            
            7,314,434
            
            
            
            (1,749,590
            )
            
            
            5,564,844Commitments
      and contingencies
            
            
            --
            
            
            
            --
            
            
            
            --STOCKHOLDERS'
      EQUITY:Preferred
      stock
            
            
            239,751
            
            
            
            --
            
            
            
            239,751Common
      stock
            
            
            106,934
            
            
            
            (2,004
            )
            
            
            104,930Additional
      paid-in capital
            
            
            3,984,129
            
            
            
            (1,631,817
            )
            
            
            2,352,312Accumulated
      deficit
            
            
            (1,372,629
            )
            
            
            (291,411
            )
            
            
            (1,664,040
            )Total
      stockholders' equity
            
            
            2,958,185
            
            
            
            (1,925,232
            )
            
            
            1,032,953Total
      liabilities and stockholders' equity
            
            $
            10,272,619
            
            
            $
            (3,674,822
            )
            
            $
            6,597,797




The
effect of the restatement adjustments on the consolidated statement of
operations for the nine months ended September 30, 2007 follows:





As
      Previously
              Reported
            
            
            
            Adjustments
            
            
            
            As
      RestatedRevenues,
      net
            
            $
            10,455,843
            
            
            
            $
            -
            
            
            
            $
            10,455,843Cost
      of services
            
            
            5,887,911
            
            
            
            
            -
            
            
            
            
            5,887,911Gross profit
            
            
            4,567,932
            
            
            
            
            -
            
            
            
            
            4,567,932Selling, general and administrative expenses
            
            
            4,513,237
            
            
            
            
            261,413
            
            
            
            
            4,774,650Operating
      income (loss)
            
            
            54,695
            
            
            
            
            (261,413
            )
            
            
            
            (206,718
            )Other
      income (expense)
            
            
            (237,551
            )
            
            
            
            -
            
            
            
            
            (237,551
            )Income
      (loss) before income taxes
            
            
            (182,856
            )
            
            
            
            (261,413
            )
            
            
            
            (444,269
            )Income
      tax expense
            
            
            3,039
            
            
            
            
            -
            
            
            
            
            3,039Net
      income (loss)
            
            $
            (185,895
            )
            
            
            
            (261,413
            )
            
            
            
            (447,308
            )Income
      (loss) per share: basic and diluted
            
            $
            (.00
            )
            
            
            
            (.00
            )
            
            
            
            (.00
            )





18
– SUBSEQUENT EVENT





On
November 15, 2007, the Company executed amendments to the agreement with the two
sellers of EKI. Pursuant to the amendments, the parties agreed to deem the
Purchase Price Adjustment Amount to be $0 and agreed to extend the maturity date
of the $3,300,000 outstanding notes payable (including the $1,900,000 considered
to be “contingent consideration” at December 31, 2006 and September 30, 2007) to
January 31, 2011. As a result of the resolution of the $1,900,000 “contingent
consideration,” the Company will increase goodwill and notes payable by
$1,900,000 in the three months ended December 31, 2007.




F-21








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




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




RESULTS
OF OPERATIONS




Third Quarter
2007




CONSOLIDATED
OVERVIEW




Buckeye
(the "Company") reported consolidated revenues of $10,455,843 for the first nine
months of 2007 which is an increase of 48% or $3,404,267 over the $7,051,576
reported in the first six months of 2007.  At current operational
levels, and accounting for the traditional lower sales volume during the fourth
quarter, a transition period from Summer to Winter, management feels sales are
on track to reach $14 million by year end 2007. Due to the acquisition of Energy
King, Inc. (EKI) and the purchase of the assets of the Modesto operations, the
net revenues of the first nine months of 2007 are more than two-and-a-half those
of the same period in 2006. The Company expects revenue growth to continue in
proportion to future acquisitions’ revenue streams. The heating ventilation and
air conditioning (HVAC) industry has cyclical components. HVAC operations
traditionally have seen higher sales beginning in the mid-winter months into
late January. Sales pick up even stronger in the late Spring through Summer. The
Company believes that positive factors such as greater consumer awareness of
energy conservation through better HVAC equipment utilization as well as higher
consumer confidence and increased home sales will help it overcome rising fuel
costs. The Company continues to remain focused on acquisitions, top-line sales
growth, and increased customer retention. The acquisition of EKI has provided
the opportunity to use a well designed and marketable name, Energy King, as its
brand. Efforts are currently underway to apply the Energy King moniker to its
websites, clothing, checks, invoices, letterheads and other operational areas.
With the opportunity of combining locally acquired HVAC businesses in specific
regions across the United States with the logo and name Energy King, a
nationally recognized brand name is getting closer to reality.




OPERATIONS
REVIEW




Currently
there are three operational locations providing direct HVAC installation and
repair services; Heating & Air Conditioning Services, Inc. ("HACS") and
Energy King, Inc. in Sacramento, California ("EKIS") and Energy King, Inc.’s
Barnett Heating and Air near Modesto, California (“EKIB”). HACS was acquired on
July 31, 2005, EKIS was acquired on September 28, 2006 and EKIB on January 1,
2007.




The HVAC
operations reflect the seasonal nature of heating and cooling. Overall, the
integration plan used with HACS is providing positive operational results there
as well as with EKIS and EKIB. The same plan will be tailored to future
acquisitions to improve marketing, administration and sales efforts. The
integration plan is comprised of a team of professionals with experience in the
HVAC industry who work with the acquired company's management and field staff to
develop and train their people in techniques to improve sales. Key components of
the integration include, standardized reporting of operations, customer
awareness and support, lead generation and follow through, focused marketing,
employee training and pricing strategies. The following table illustrates the
inherent profitability of each HVAC location.




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





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




22




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




Nine
      months Ended September 30, 2007HVAC
            
            
            Media
            
            
            Corporate
            
            
            ConsolidatedRevenues
            
            $
            10,455,768
            
            
            $
            75
            
            
            $
            ---
            
            
            $
            10,455,843Income
      (Loss) from Operations
            
            
            921,700
            
            
            
            (48,676
            )
            
            
            (1,079,742
            )
            
            
            (206,718
            )Cash
      and cash equivalents
            
            
            (116,000
            )
            
            
            181,022
            
            
            
            421,628
            
            
            
            1,512,373Total
      assets
            
            
            2,286,154
            
            
            
            249,058
            
            
            
            4,012,585
            
            
            
            6,547,797Total
      liabilities
            
            $
            2,736,378
            
            
            $
            157,717
            
            
            $
            2,670,749
            
            
            $
            5,564,844




Consolidated
gross profit for the first nine months of 2007 is at 43% of net sales as it was
for the first six months of the year. Cost of services increased $1,967,221 or
over 50% during the third quarter of 2007 over the second quarter, while
revenues increased $3,404,267 or over 48% during the same period. The
operational plan implemented by Buckeye Management continues to provide positive
results. A focused effort on cost controls and strategic vendor alliances has
helped reduce the cost-of-services which resulted in the increased profit
margins. With more acquisitions and greater economies of scales, management is
confident even stronger returns can be generated.




Selling,
general and administrative (SG&A) expenses increased 60% in the third
quarter of 2007 over the first six months of 2007, and represents 52% of net
revenues in the third quarter of 2007 as compared with the first six months of
the year where SG&A represented just under 40% of revenues. Marketing
expenses increased to 11% of revenues in the third quarter of 2007 with an
increase of $396,253 or 52% in marketing expenses over the first six months of
2007 through aggressive yellow pages and direct mailings. Non-cost-of-service
salaries were 19% of total revenues and just over 42% of total SG&A costs in
the first nine months of 2007. Accounting, legal and other professional costs
increased $126,021 to approximately 669% of total expenses and 3% of net
revenues for the nine months ended September 30, 2007 over the second quarter
which saw the same expenses representing right at 6% and 2.7% of total expenses
and net revenues, respectively. As a percent of total SG&A expenses, rent
expense increased $42,243 to 2.8% of costs in the third quarter of 2007.
Insurance increased $105,801 in the third quarter of 2007 over the second
quarter of 2007 to represent 6.5% of total SG&A costs for the nine months
ended September 30, 2007.




Interest
expense increased $83,307 to $238,978 in the third quarter of 2007 or 5% of
total SG&A expenses for the nine months ended September 30,
2007.




The
increased revenues, controlled costs of services as well as selling, general and
administrative costs clearly highlight the efficacy of Buckeye’s business
philosophy. A philosophy designed to bring proven techniques for increasing
leads which result in sales. A philosophy of cost controls and cost
consciousness at all levels of the company. A philosophy of training the
salesmen and technicians in better techniques. The improved stature of Buckeye
in the first nine months of 2007 as compared to the first six months of 2007 is
directly related to sound business decisions in the identification of prime
candidates for acquisition, negotiating the best deal possible for all
parties involved and increasing the consolidated results as a consequence of the
acquisitions. With the three subsidiaries, Heating Air Conditioning Services,
Energy King, Inc. - Sacramento and Energy King, Inc. Barnett, all contributing
nine months of sales for the second quarter of 2007 as compared to only one HVAC
subsidiary, HACS, in the first three quarters of 2006, the soundness of the
Buckeye mission is clear.




At
Buckeye Ventures, our mission is to become the leading national brand of
residential comfort services contractors by acquiring the industry's most
outstanding operators, sharing best practices, offering the most ethical and
professional services and providing solutions that meet our customers'
needs and exceed their expectations.






23





General




The terms
“Buckeye Ventures,” “BEYV,” ”BVI,” “we,” “us,” or “the Company” refer to Buckeye
Ventures, Inc. and its consolidated subsidiaries, as appropriate in the
context.




Buckeye
Ventures, Inc. was formed in July 2005 for the purpose of becoming a
consolidator of independent local and regional providers of residential heating,
ventilating, air conditioning and plumbing ("HVAC/Plumbing") services and
replacement equipment through the United States.




The
Company's goal is to become a leading HVAC/Plumbing service provider in each of
the markets in which it operates or will operate. The Company's management is
comprised of executives and operators with extensive experience in the
HVAC/Plumbing industry generally as well as experience in HVAC/Plumbing service
consolidation, management and operations, including large multi-location,
national, regional and local HVAC/Plumbing companies.




The
Company believes that by pursuing its plan of combining local and regional
HVAC/Plumbing service providers into a well-managed national organization, the
Company should be able to create a national HVAC/Plumbing service provider with
brand name recognition throughout the HVAC/Plumbing service industry. We believe
that with national recognition the Company will be able to strengthen and
consolidate its customer bases and improve overall operating efficiency,
utilizing centralized management expertise and strong local presences in each
market.




Buckeye
Ventures, Inc., a Michigan corporation, provides comprehensive heating,
ventilation and air conditioning (“HVAC”) installation, maintenance, repair and
replacement services within the mechanical services industry in 3 locations in
the United States. We operate primarily in the residential HVAC markets, and
perform most of our services within residential homes. In addition to standard
HVAC services, certain locations also provide specialized applications such as
improved home insulation through window installations. Approximately 80% of our
consolidated revenues were derived from residential installation customers with
approximately 15% of the revenues attributable to maintenance, repair and
replacement services and 5% attributable to windows installation.




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




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





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




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




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




24





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




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




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




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





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




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




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




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




25





HVAC/PLUMBING
SERVICES




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




Maintenance,
Repair and Replacement. Maintenance and repair
contracting services are generally provided on a fee per visit basis. In
addition, we provide our customers with service contracts which generally have
an annual fee with additional sums due for certain products and services.
Revenues generated from repair and maintenance contracting services historically
represent a small portion of the overall revenue of the Company.




Windows. As we acquire new
HVAC/Plumbing service providers, our window replacement services will involve
the replacement of residential windows with more energy efficient models to
provide a better seal for the residential structure. Having a better seal makes
the residence more energy efficient by cutting down on heat loss in winter
operation and heat gains in summer operation thus providing cost savings to the
homeowner. The offering of energy efficient windows in tandem with HVAC systems
enhances the Company's presentation to the homeowner as a provider of a more
complete energy solution





Plumbing. We anticipate a strong
synergy between HVAC operations and plumbing. As we acquire new HVAC/Plumbing
service providers, our plumbing services will involve the repair of residential
plumbing systems that convey domestic water throughout a home or supply natural
gas to various equipment or appliances, as well as the repair and replacement of
heaters, boilers, ovens and stoves, and kitchen and bathroom equipment. A
domestic water system typically includes separate piping for hot and cold water
as well as a number of fixtures including sinks, bathtubs, showers and hot tubs.
Substantially all of the equipment and component parts we will install are
purchased from third-party wholesale suppliers or directly from the
manufacturers or "OEMs", which equipment and components will be resold to our
customers as part of the contracted installation and repairs.





Governmental
Regulation and Environmental Matters




Our
operations are subject to various federal, state and local laws and regulations,
including: (i) licensing requirements applicable to engineering,
construction and service technicians, (ii) building and HVAC codes and
zoning ordinances, (iii) regulations relating to consumer protection,
including those governing residential service agreements, and
(iv) regulations relating to worker safety and protection of the
environment. We believe we have all required licenses to conduct our operations
and are in substantial compliance with applicable regulatory requirements. If we
fail to comply with applicable regulations we could be subject to substantial
fines or revocation of our operating licenses.




Many
state and local regulations governing the HVAC services trades require
individuals to hold permits and licenses. In some cases, a required permit or
license held by a single individual may be sufficient to authorize specified
activities for all of our service technicians who work in the state or county
that issued the permit or license. We seek to ensure that, where possible, we
have two employees who hold any such permits or licenses that may be material to
our operations in a particular geographic region.




Our
operations are subject to the federal Clean Air Act, as amended, which governs
air emissions and imposes specific requirements on the use and handling of
chlorofluorocarbons, or CFCs, and certain other refrigerants. Clean Air Act
regulations require the certification of service technicians involved in the
service or repair of equipment containing these refrigerants and also regulate
the containment and recycling of these refrigerants. These requirements have
increased our training expenses and expenditures for containment and recycling
equipment. The Clean Air Act is intended ultimately to eliminate the use of CFCs
in the United States and to require alternative refrigerants to be used in
replacement HVAC systems. We do not believe these regulations involving CFCs
will materially affect our business on the whole because, although they require
us to incur modest ongoing training costs, our competitors also incur such
costs, and the regulations may encourage our customers to update their HVAC
systems.




26




LIQUIDITY
AND CAPITAL RESOURCES




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




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




In
accordance with the Securities and Exchange Commission "Regulation D", and
subject to Rule 144 restrictions, the Company issued 6,390,091 shares of its
common stock and no shares of its preferred stock for services in the first nine
months ended September 30, 2007.




The
Company's principal liquidity at September 30, 2007 included cash of $1,512,373
and $157,176 net accounts receivable. The Company's liquidity position remains
sufficient enough to support on-going general administrative expense, strategic
positioning, and the garnering of contracts and relationships.




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




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





Item 3. Controls and Procedures




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




The
Company's disclosure controls and procedures include a roll-up of financial and
non-financial reporting that is consolidated in the offices of the Chief
Executive Officer, Chief Financial Officer and the Audit Committee.




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




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




27




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




INDEX
OF EXHIBITS




Incorporated by Reference to the
      Exhibit Indicated Below and to the
      Filing with the Commission Indicated
    BelowExhibit
              Number
            
            
            
            Description
      of Exhibits
            
            
            Exhibit
              Number
            
            
            Filing or
      File Number31.1
            
            
            --
            Rule
      13a-14(a) Certification of Alan J. Mintz pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            
            31.1
            
            
            2007
      Form 10-QSB For QE-09/30/07 Filed Herewith31.2
            
            
            --
            Rule
      13a-14(a) Certification of Henry S. Leonard pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            
            31.2
            
            
            2007
      Form 10-QSB For QE-09/30/07 Filed Herewith32.1
            
            
            --
            Section
      1350 Certification of Alan J. Mintz pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
            
            
            32.1
            
            
            2007
      Form 10-QSB For QE-09/30/07 Filed Herewith32.2
            
            
            --
            Section
      1350 Certification of Henry S. Leonard pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
            
            
            32.2
            
            
            2007
      Form 10-QSB For QE-09/30/07 Filed
Herewith





28




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




29