Power Americas Resource Group Ltd. - Annual Report: 2013 (Form 10-K)

form10k053113.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2013

Commission file number: 000-54452

BUCKEYE OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

Florida		80-0778461
(State of incorporation)		(I.R.S. Employer Identification No.)

8275 S. Eastern Avenue, Suite 200

Las Vegas, Nevada 89123

(Address of principal executive offices)

(702) 938-0491

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the average bid and asked price of such common equity as November 30, 2012 was approximately $0.

The number of shares of the issuer’s common stock issued and outstanding as of September 3, 2013 was 620,500 shares.

Documents Incorporated By Reference: None

TABLE OF CONTENTS

			Page
Oil and Gas Glossary			3

PART I
	Item 1	Business	5
	Item 1A	Risk Factors	9
	Item 1B	Unresolved Staff Comments	22
	Item 2	Properties	22
	Item 3	Legal Proceedings	31
	Item 4	Mine Safety Disclosures	31

	PART II
	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	32
	Item 6	Selected Financial Data	32
	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk.	39
	Item 8	Financial Statements and Supplementary Data.	39
	Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	56
	Item 9A	Controls and Procedures	56
	Item 9B	Other Information	57

	PART III
	Item 10	Directors, Executive Officers and Corporate Governance	58
	Item 11	Executive Compensation	60
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
	Item 13	Certain Relationships and Related Transactions, and Director Independence	62
	Item 14	Principal Accountant Fees and Services	62

	PART IV
	Item 15	Exhibits, Financial Statement Schedules	63

	SIGNATURES		64

Oil and Gas Glossary

Adsorption: The accumulation of gases, liquids, or solutes on the surface of a solid or liquid.

Basin: A depressed area where sediments have accumulated during geologic time and considered to be prospective for oil and gas deposits.

Banff Formation: It is a stratigraphical unit of Devonian age in the Western Canadian Sedimentary Basin.

Coal: A carbon-rich rock derived from plant material (peat).

Development: The phase in which a proven oil or gas field is brought into production by drilling production (development) wells.

Drilling: The using of a rig and crew for the drilling, suspension, production testing, capping, plugging and abandoning, deepening plugging back, sidetracking, re-drilling or reconditioning of a well.

Drilling Logs: Recorded observations made of rock chips cut from the formation by the drill bit, and brought to the surface with the mud, as well as rate of penetration of the drill bit through rock formations. Used by geologists to obtain formation data.

Exploration: The phase of operations which covers the search for oil or gas by carrying out detailed geological and geophysical surveys followed up where appropriate by exploratory drilling. Compare to "Development" phase.

Fracturing: The application of hydraulic pressure to the reservoir formation to create fractures through which oil or gas may move to the wellbore.

Mannville Formation: It is a stratigraphical unit of Cretaceous age in the Western Canadian Sedimentary Basin.

Methane: The simplest of the various hydrocarbons and is the major hydrocarbon component of natural gas, and in fact is commonly known as natural gas. It is colorless, odorless, and burns efficiently without many byproducts.

Milk River Formation: A near- shore to terrestrial sedimentary unit deposited during the Late Cretaceous period in southern Alberta.

Mineral Lease: A legal instrument executed by a mineral owner granting exclusive right to another to explore, drill, and produce oil and gas from a piece of land.

Mississippian Period: The period beginning about 359 million years ago and ending about 318 million years ago.

PN&G: Petroleum and Natural Gas.

Permeability: A measure of the ability of a rock to transmit fluid through pore spaces.

Reserves: Generally the amount of oil or gas in a particular reservoir that is available for production.

Reservoir: The underground rock formation where oil and gas has accumulated. It consists of a porous rock to hold the oil or gas, and a cap rock that prevents its escape.

Stratigraphy: A branch of geology that studies rock layers and layering (stratification). It is primarily used in the study of sedimentary and layered volcanic rocks.

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking information. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management of Buckeye Oil & Gas, Inc. (the “Company”, “Buckeye”, or “we”) and other matters. Forward-looking information may be included in this Annual Report on Form 10-K or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. One can find many of these statements by looking for words including, for example, “believes,” “expects,” “anticipates,” “estimates” or similar expressions in this Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

The Company has based the forward-looking statements relating to the Company’s operations on management’s current expectations, estimates and projections about the Company and the industry in which it operates. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, the Company’s actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

PART I

Item 1. Description of Business

Buckeye Oil & Gas, Inc. (formerly Benefits Solutions Outsourcing Corp.) (the "Company") is a development stage company, incorporated in the State of Florida on May 11, 2010. The Company was formed to offer small and medium-sized businesses services that reduced invoicing expenses, sped up receipt of monies, and allowed authorization and recovery of paper drafts.

On May 19, 2011 the Board of Directors and majority shareholder of the Company approved a change to the Company’s Articles of Incorporation which affected a 17 for 1 forward stock split of our issued and outstanding common stock, changed the name of the company to “Buckeye Oil & Gas, Inc.”, and changed the business of the Company to oil and gas exploration. The changes became effective at the close of business on June 1, 2011. The forward stock split was distributed to all shareholders of record on March 31, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. There was no change in the par value of our common stock. All share and per share amounts presented in this Form 10-K and the consolidated financial statements have been adjusted for the stock split.

On June 2, 2011, Jamie Mills, the principal shareholder of the Company entered into a Stock Purchase Agreement which provided for the sale of his 380,000 shares of common stock of the Company (the “Shares”) to Ravi Dhaddey (who purchased 329,000 of the Shares) and Pol Brisset (who purchased 51,000 of the Shares). Combined, the Shares acquired by Messrs. Dhaddey and Brisset represented 65.07% of the issued and outstanding share capital of the Company on a fully-diluted basis at that time. In connection with such purchase, Mr. Mills cancelled the other 1,150,000 shares in the Company which he had owned.

Effective as of June 2, 2011, in connection with the acquisition of the Shares, Pol Brisset was appointed a director of the Company upon the resignation of Jamie Mills from his positions as the sole officer and director of the Company. The Board of Directors of the Company then elected Pol Brisset as President, Chief Executive Officer, Chief Financial Officer and Treasurer.

Effective July 8, 2013, the Board of Directors and a majority of the Company’s shareholders approved a reverse split of the Company’s issued and outstanding shares of common stock on the basis of 1 post consolidation share for each 100 pre-consolidation shares. No cash was paid or distributed as a result of the reverse stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock. All share and per share amounts presented in this Form 10-K and the consolidated financial statements have been adjusted for the stock split.

The Company is principally a company engaged in the acquisition and exploration of oil and gas properties. The Company currently has earned a 28% working interest in two properties located in Alberta, Canada.

Farmout and Participation Agreement with Luxor

On June 23, 2011 the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of Buckeye Oil & Gas (Canada) Inc., a private Canadian company incorporated in Alberta, Canada and owned by the Company’s principal executive officer (“Buckeye Canada”). The purchase price paid for the shares of Buckeye Canada was $400,000, which was paid by the issuance to Pol Brisset, the Company’s principal officer and a director, of 10,000 shares of common stock of the Company. As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Company. Buckeye Canada’s sole asset is rights granted pursuant to a Farmout and Participation Agreement (“Farmout Agreement”) with Luxor Oil & Gas, Inc. (“Luxor”) dated May 12, 2011. Under the Farmout Agreement, Buckeye Canada has agreed to incur 80% of the cost of drilling a well on one of Luxor’s properties in exchange for a 56% working interest in said well. On May 16, 2011 Buckeye Canada entered into a participation agreement (“Participation Agreement”) whereby Buckeye Canada agreed to share its obligations and rights under the Farmout Agreement with Pioneer Marketing Group, Ltd., a privately owned Canadian company (“Pioneer”) on a 50% basis. The Participation Agreement requires Buckeye Canada and Pioneer to equally fund Buckeye Canada’s obligations under the Luxor Farmout Agreement and to participate equally in the working interest in the well. Accordingly, Buckeye Canada and Pioneer will each pay a net 40% of the initial capital costs and earn a 28% interest in any wells drilled by Luxor, as long as Pioneer continues to fund its half of the required expenses.

In the event that Pioneer does not fund its share of exploration and development costs under its agreement with Buckeye Canada, Buckeye Canada would then be required to fund Pioneer’s portion, in addition to its own obligations to Luxor. As a result, should Pioneer not meet its funding obligations, Buckeye Canada would have to fund an additional 40% (prior to earning-in under the agreement) or 28% (after earning-in under the agreement) of any cash calls that came from Luxor. Pioneer would then be put into penalty whereby Buckeye Canada would be entitled to recover an amount equaling 300% of any delinquent funding owed from Pioneer before payouts from revenue, if any, would be made to Pioneer.

The first well drilled under the Farmout Agreement is located in the Valhalla area of Alberta (“Valhalla Well”), Canada and was drilled in July 2011. The Valhalla Well was completed in August, 2011 and oil production from the Valhalla Well commenced at the end of September 2011. However, due to sand build-up, the well was taken off-line after only limited production. A new pump was installed and the well was brought back on-line on October 18, 2011. Production since October 2011 has been minimal as production problems relating to water build-up continue to be encountered and currently the Valhalla Well is shut in and is not currently producing. Buckeye Canada has now earned its 28% interest in the Valhalla Well as well as the entire property on which the Valhalla Well is located. The Valhalla Property does not currently contain any assigned resources or reserves of oil or natural gas.

Buckeye Canada also has the right of first refusal to participate on two additional properties if Luxor determines that it desires to pursue drilling on those properties. If Buckeye Canada exercises this right, it will need to pay 40% of such expenses in exchange for a 28% working interest, subject to Pioneer paying its half of the costs. On July 26, 2011 Buckeye Canada exercised its rights to participate in a second well to be drilled by Luxor. The second well drilled under the Company’s agreement with Luxor is on the Spirit Rycroft Property (the “SR Well”). The drilling of the SR Well commenced in August, 2011 and was brought on-line in April 2012 after the completion of the construction of a 2.5 kilometer pipeline. The SR Well has intermittently produced small quantities of gas, oil and liquids along with significant amounts of water. It is not known at this time if the gas, oil and liquid content will rise to a significant enough level to operate the SR Well in the future. Currently the SR Well is shut in and is not currently in production. The Spirit Rycroft Property does not currently contain any assigned resources or reserves of oil or natural gas.

The Farmout Agreement with Luxor provides for Buckeye Canada to earn its working interest on the entire respective property where a well is located and not just on the respective well. As a result, now that Buckeye Canada has earned its interest in the Valhalla Well and the SR Well, we have earned-in on the whole Valhalla and Spirit Rycroft Properties. Buckeye Canada will now pay 28% of the capital costs on any new wells drilled on either of the Valhalla or Spirit Rycroft Properties and earn a 28% working interest. The drilling of any future wells on either property will be determined in conjunction with Luxor.

In summary, on the potentially three properties that are part of the Luxor agreement, Buckeye Canada initially pays 40% of the capital costs to earn a 28% working interest on the first well drilled on the respective property but will pay 28% of the capital costs to earn a 28% working interest on all subsequent wells drilled on the respective property. Luxor has indicated that they will not be proceeding on a third property. As a result, the Farmout Agreement with Luxor will include only the two properties currently under the Farmout Agreement.

Neither the Valhalla nor the Spirit Rycroft Properties currently contain any assigned resources or reserves of oil or natural gas. Production from both properties has not been significant to date.

Competition

The oil and gas exploration industry is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any new competitors. We compete with many exploration companies that have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

Government Regulation

Development, production and sale of oil and natural gas in Canada are subject to extensive laws and regulations, including environmental laws and regulations. The oil and gas properties in which the Company has an interest are owned by the Province of Alberta and are managed by the Department of Energy of Alberta. We may be required to make large expenditures to comply with environmental and other governmental regulations. In Alberta, the legislated mandate for the responsible development of the Province’s oil and gas resources is set out in the Mines and Minerals Act that provides the Minister with the responsibility for the exploration, development, management and conservation of non-renewable resources. The Oil Sands Conservation Act establishes a regulatory regime and scheme of approvals for the development of oil sands resources and related facilities in Alberta. Matters subject to regulation include:

	• location and density of wells;
	• the handling of drilling fluids and obtaining discharge permits for drilling operations;
	• accounting for and payment of royalties on production from state, federal and Indian lands;
	• bonds for ownership, development and production of natural gas and oil properties;
	• transportation of natural gas and oil by pipelines;
	• operation of wells and reports concerning operations; and
	• taxation.

Under these laws and regulations, we could be liable for personal injuries, property damage, oil spills, discharge of hazardous materials, remediation and clean-up costs and other environmental damages. Failure to comply with these laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change in ways that substantially increase our costs. Accordingly, any of these liabilities, penalties, suspensions, terminations or regulatory changes could materially adversely affect our financial condition and results of operations enough to possibly force us to cease our business operations.

Employees

We have commenced only limited operations. Therefore, we have no full time employees. Our sole officer and two directors provide planning and organizational services for us on a part-time basis. The Company’s oil and gas properties are being operated by Luxor. To date, Luxor has been responsible for assigning their employees or hiring contractors to undertake the required work on the properties.

Subsidiaries

We have one wholly-owned subsidiary, Buckeye Oil & Gas (Canada), Inc. which is incorporated in the province of Alberta, Canada.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding to invest in our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.

Risk Factors Relating to Our Company

1.	Our independent auditor has issued a going concern opinion after auditing our May 31, 2013 financial statements. Our ability to continue is dependent on our ability to raise additional capital and our operations could be curtailed if we are unable to obtain required additional funding when needed.

We will be required to expend substantial amounts of working capital in order to continue to explore and develop the properties subject to our agreement with Luxor. Our operations to date were funded entirely from capital raised from our private offering of securities from May 2010 through February 2013. We will continue to require additional financing to execute our business strategy. We are currently totally dependent on external sources of financing for the foreseeable future, of which we have no commitments. Our failure to raise additional funds in the future will adversely affect our business operations, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. We are entirely dependent on our ability to attract and receive additional funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future could restrict our ability to grow and reduce our ability to continue to conduct business operations. As of May 31, 2013, we incurred a net loss of $256,921 from inception and used cash in operations from inception of $217,789. After auditing our May 31, 2013 financial statements, our independent auditor issued a going concern opinion and our ability to continue is dependent on our ability to raise additional capital. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans which could cause us to become dormant. Any additional equity financing may involve substantial dilution to our then existing stockholders.

We are an exploration stage company, with limited operating history in oil and gas exploration and we have focused primarily on establishing our operations, all of which raises substantial doubt as to our ability to successfully develop profitable business operations and makes an investment in our common shares very risky.

We are an oil and gas exploration stage company and we have not yet produced any significant amounts of oil or gas. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered in establishing a business in the oil and natural gas industries. We have yet to generate any significant revenues from operations and have been focused on organizational, start-up, property acquisition, and fund raising activities. Since we have not generated any revenues, we will have to raise additional capital to fund our operations for the next twelve months, which we may do through loans from existing shareholders, the sale of our equity securities or a strategic arrangement with a third party in order to continue our business operations. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including:

	• our ability to raise adequate working capital;
	• success of our exploration and development;
	• demand for natural gas and oil;
	• the level of our competition;
	• our ability to attract and maintain key management and employees; and
	• our ability to efficiently explore, develop and produce sufficient quantities of marketable natural gas or oil in a highly competitive and speculative environment while maintaining quality and controlling costs.

To achieve profitable operations, we must, alone or with others, successfully execute on the factors stated above. If we are not successful in executing any of the above stated factors, our business will not be profitable and may never even generate any revenue, which make our common stock a less attractive investment and may harm the trading of our common stock, if a market ever develops.

3.	The field of oil and gas exploration is difficult to predict because of technological advancements and market factors, which factors our management may not correctly assess and it may make it difficult for investors to sell their our common stock.

Because the nature of our business is expected to change as a result of shifts in the market price of oil and natural gas, competition, and the development of new and improved technology, management forecasts are not necessarily indicative of future operations and should not be relied upon as an indication of future performance.

Our management may incorrectly estimate projected occurrences and events within the timetable of our business plan, which would have an adverse effect on our results of operations and, consequently, make our common shares a less attractive investment and harm the future trading of our common shares trading on the OTC Bulletin Board. Investors may find it difficult to sell their shares on the OTC Bulletin Board should a market ever develop for our shares.

Because we have no plan to generate revenue unless and until our exploration program is successful in finding productive wells, we will need to raise a substantial amount of additional capital in order to fund our operations for the next twelve months and in order to develop our properties and acquire and develop new properties. If the prospects for our properties are not favorable or the capital markets are tight, we would not be able to raise the necessary capital and we will not be able to pursue our business plan, which would likely cause our common shares to become worthless.

Cash on hand is insufficient to fund our anticipated operating needs of approximately $59,600 for the next twelve months. As we have no plan to generate revenue unless and until our exploration program is successful in finding productive wells, we will require substantial additional capital to fund our operations for the next twelve months and in order to explore our properties which have not had any production of oil or natural gas, as well as for the future acquisition and/or development of other properties. Because we currently do not have any cash flow from operations we need to raise additional capital, which may be in the form of loans from current shareholders and/or from public and private equity offerings. Our ability to access capital will depend on our success in participating in properties that are successful in exploring for and producing oil and gas at profitable prices. It will also be dependent upon the status of the capital markets at the time such capital is sought. Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of our business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on their investments or a return of their investments at all.

5.	We are heavily dependent on contracted third parties. The inability to identify and obtain the services of third party contractors would harm our ability to execute our business plan and continue our operations until we found a suitable replacement.

We are dependent on the continued contributions of Luxor’s employees and third party contractors whose knowledge and technical expertise is critical for future of the Company. Our success is also heavily dependent on our ability to retain and attract experienced engineers, geoscientists and other technical and professional staff. We do not currently have any long-term consulting agreements in place with third parties under which we can ensure that we will have sufficient expertise to undertake our planned exploration program. If we were unable to obtain the services of third party contractors our ability to execute our business plan would be harmed and we may be forced to cease operations until such time as we could hire suitable contractors.

6.	Volatility of oil and gas prices and markets, over which we have no control, could make it difficult for us to achieve profitability and investors are likely to lose their investment in our common shares.

Our ability to achieve profitability is substantially dependent on prevailing prices for oil and natural gas. The amounts of, and price obtainable for, any oil and gas production that we achieve will be affected by market factors beyond our control. If these factors are not favorable over time to our financial interests, it is likely that owners of our common shares will lose their investments. Such factors include:

	• worldwide or regional demand for energy, which is affected by economic conditions;
	• the domestic and foreign supply of natural gas and oil;
	• weather conditions;
	• domestic and foreign governmental regulations;
	• political conditions in natural gas and oil producing regions;
	• the ability of members of the Organization of Petroleum Exporting Countries to agree upon and maintain oil prices and production levels; and
	• the price and availability of other fuels.

Drilling wells is speculative, often involving significant costs that are difficult to project and may be more than our estimates, unsuccessful drilling of wells or successful drilling of wells that are, nonetheless, unprofitable, any one of which is likely to reduce the profitability of our business and negatively affect our results of operations.

Exploration and the development of oil and natural gas properties involves a high degree of operational and financial risk, which precludes definitive statements as to the time required and costs involved in reaching certain objectives. The budgeted costs of drilling, completing and operating wells are often exceeded and can increase significantly when drilling costs rise due to a tightening in the supply of various types of oilfield equipment and related services. Drilling may be unsuccessful for many reasons, including title problems, weather, cost overruns, equipment shortages and mechanical difficulties. Moreover, the successful drilling of a natural gas or oil well does not ensure a profit on investment. Exploratory wells bear a much greater risk of loss than development wells. A variety of factors, both geological and market-related, can cause a well to become uneconomical or only marginally economic and the results of our operations will be negatively affected as well.

8.	The oil and natural gas business involves numerous uncertainties and operating risks that can prevent us from realizing profits and can cause substantial losses.

Our exploration, development, and exploitation activities may be unsuccessful for many reasons, including weather, cost overruns, equipment shortages and mechanical difficulties. Moreover, the successful drilling of a natural gas and oil well does not ensure a profit on investment. A variety of factors, both geological and market-related, can cause a well to become uneconomical or only marginally economical.

The natural gas and oil business involves a variety of operating risks, including:

	• fires;
	• explosions;
	• blow-outs and surface cratering;
	• uncontrollable flows of oil, natural gas, and formation water;
	• natural disasters, such as hurricanes and other adverse weather conditions;
	• pipe, cement, or pipeline failures;
	• casing collapses;
	• embedded oil field drilling and service tools;
	• abnormally pressured formations; and
	• environmental hazards, such as natural gas leaks, oil spills, pipeline ruptures and discharges of toxic gases.

If we experience any of these problems, it could affect well bores, gathering systems and processing facilities, which could adversely affect our ability to conduct operations. We could also incur substantial losses as a result of:

	• injury or loss of life;
	• severe damage to and destruction of property, natural resources and equipment;
	• pollution and other environmental damage;
	• clean-up responsibilities;
	• regulatory investigation and penalties;
	• suspension of our operations; and
	• repairs to resume operations.

We are reliant on Luxor’s ability to locate equipment providers and we may face the unavailability or high cost of drilling rigs, equipment, supplies, personnel and other services which could adversely affect our ability to execute on a timely basis our development, exploitation and exploration plans within our budget and, as a result, negatively impact our financial condition and results of operations.

Luxor is the operator of the Company’s properties and as such is responsible for locating drill rigs and other operating equipment. Shortages or an increase in cost of drilling rigs, equipment, supplies or personnel could delay or interrupt our operations and could negatively impact our financial condition and results of operations. Drilling activity in the geographic areas in which we conduct drilling activities may increase, which would lead to increases in associated costs, including those related to drilling rigs, equipment, supplies and personnel and the services and products of other vendors to the industry. Increased drilling activity in these areas may also decrease the availability of rigs. Therefore, our drilling and other costs may increase further and necessary equipment and services may not be available to us at economical prices.

10.	We are subject to complex laws and regulations, including environmental regulations, which can significantly increase our costs and possibly force our operations to cease.

If we experience any leakage of crude oil and/or gas from the subsurface portions of a well, our gathering system could cause degradation of fresh groundwater resources, as well as surface damage, potentially resulting in suspension of operation of a well, fines and penalties from governmental agencies, expenditures for remediation of the affected resource, and liabilities to third parties for property damages and personal injuries. In addition, any sale of residual crude oil collected as part of the drilling and recovery process could impose liability on us if the entity to which the oil was transferred fails to manage the material in accordance with applicable environmental health and safety laws.

Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labor, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.

Development, production and sale of natural gas and oil in Canada are subject to extensive laws and regulations, including environmental laws and regulations. We may be required to make large expenditures to comply with environmental and other governmental regulations. Matters subject to regulation include:

	• location and density of wells;
	• the handling of drilling fluids and obtaining discharge permits for drilling operations;
	• accounting for and payment of royalties on production from state, federal and Indian lands;
	• bonds for ownership, development and production of natural gas and oil properties;
	• transportation of natural gas and oil by pipelines;
	• operation of wells and reports concerning operations; and
	• taxation.

11.	The potential profitability of oil and gas ventures depends upon various factors beyond the control of our company, which may materially affect our financial performance.

The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.

12.	If we do not maintain the property capital payments on our properties, we will lose our interests in the Properties or have to incur penalties.

Our agreement with Luxor requires us to fund our proportion of the capital costs on the properties. If we do not continue to make the capital payments as they are requested then we may lose our interest in that property or fall into a penalty situation on the respective property. Alberta law provides for penalty provisions when a company that has earned an interest in a property fails to pay its proportion of capital costs. In general, the penalty provisions allow the operator to recover up to 300% of the delinquent capital payments before any revenue form the well subject to the penalty is paid out to the delinquent party. If we fail to make a capital payment prior to earning its interest the Company may lose its interest in the respective property.

13.	We may not be able to compete with current and potential exploration companies, some of whom have greater resources and experience than we do in locating and commercializing oil and natural gas reserves and, as a result, we may fail in our ability to maintain or expand our business.

The oil and natural gas market is intensely competitive, highly fragmented and subject to rapid change. We may be unable to compete successfully with our existing competitors or with any new competitors. We compete with many exploration companies which have significantly greater personnel, financial, managerial, and technical resources than we do. This competition from other companies with greater resources and reputations may result in our failure to maintain or expand our business.

14.	We expect losses to continue in the next 12 months because we have no oil or gas reserves and, consequently, no revenue to offset losses.

Based upon the fact that we currently do not have any oil or gas reserves, we expect to incur operating losses in next 12 months. The operating losses will occur because there are expenses associated with the acquisition of, and exploration of natural gas and oil properties which do not have any income-producing reserves. Failure to generate revenues may cause us to go out of business. We will require additional funds to achieve our current business strategy and our inability to obtain additional financing will interfere with our ability to expand our current business operations.

15.	Since one of our directors, is a geologist and works for an environmental consulting company which may deal with natural resource exploration companies, his other activities for this other companies may involve a conflict of interest with regard to business opportunities to our Company.

Our officers and directors are not required to work exclusively for us. Mr. Michal Gnitecki, our secretary and one of our directors, works full-time for an environmental consulting firm. Therefore, it is possible that a conflict of interest with regard to him presenting business opportunities to our Company may occur. Also, due to the competitive nature of the exploration business, the potential exists for conflicts of interest to occur from time to time that may adversely affect our business interests. Mr. Gnitecki may have a conflict of interest in helping us identify and obtain rights to properties, personnel, investments or other business opportunities that the environmental company for which he consults may have an interest or a client with an interest. As a result, a business opportunity that may benefit our business may not be brought to our attention as that opportunity may be presented to other companies.

16.	Since our directors works full-time for other companies, their other activities for those other companies may involve a conflict of interest with regard to the amount of time they dedicate to our business.

Our officers and directors are not required to work exclusively for us and do not devote all of their time to our operations. Therefore, it is possible that a conflict of interest with regard to his time may arise based on their work for such other companies. Their other activities may prevent them from devoting full-time to our operations which could slow our operations and may reduce our financial results because of the slowdown in operations. It is expected that each of our directors will devote approximately two hours per week to our operations on an ongoing basis, and when required will devote whole days and even multiple days at a stretch when property visits are required or when extensive analysis of information is needed.

17.	Because we have not yet adopted a code of ethics, our stockholders may have limited protections against wrongdoing and unethical conduct by our senior officers.

We have not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources.

A “code of ethics" is a written standard that are reasonably designed to deter wrongdoing and to promote:

·	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·	full, fair, accurate, timely and understandable disclosure in reports and documents that the public company files with, or submits to, the SEC and in other public communications made by the company;

·	compliance with applicable governmental laws, rules and regulations;

·	prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

·	accountability for adherence to the code.

The absence of such code of ethics may result in less protection against unethical conduct, conflicts of interest, compliance, reporting and similar matters that could adversely affect our business and operations..

18.	Our principal shareholder owns a controlling interest in our voting stock and investors will not have any voice in our management, which could result in decisions adverse to our general shareholders.

Our principal shareholder beneficially owns approximately 53.0% of our outstanding common stock and our principal executive officer who is also a director owns 9.8% of our outstanding common stock. As a result, these shareholders will have the ability to control substantially all matters submitted to our stockholders for approval including:

	· election of our board of directors;
	· removal of any of our directors;
	· amendment of our Articles of Incorporation or bylaws; and
	· adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

As a result of their ownership, our principal shareholder and principal executive officer are able to influence all matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. In addition, it is possible for our principal shareholder and principal executive officer to sell or otherwise dispose of all or a part of their shareholdings could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in the Company may decrease. The controlling shareholder’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

19.

We have no employees and our officers and directors each work two hours per week on our business. Consequently, we may not be able to monitor our operations and respond to matters when they arise in a prompt or timely fashion. Until we have additional capital or generate revenue, we will have to rely on consultants and service providers, which will increase our expenses and increase our losses.

We do not have any employees, our officers and directors each work on our business two hours per week. With practically no personnel, we have a limited ability to monitor our operations, such as the progress of oil and gas exploration, and to respond to inquiries from third parties, such as regulatory authorities or potential business partners. Though we may rely on third party service providers, such as accountants and lawyers, to address some of our matters, until we raise additional capital or generate revenue, we will have to rely on consultants and third party service providers to monitor our operations, which will increase our expenses and have a negative effect on our results of operations.

RISK FACTORS RELATING TO OUR COMMON STOCK

20. We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 500,000,000 shares of common stock, par value $.0001 per share, of which 620,500 shares are currently issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

21. Our principal shareholder may decide to sell his shares in our Company, reducing the price you may receive upon a sale.

Our principal shareholder beneficially owns approximately 53.0% of our outstanding common stock. If and when he is able to sell his shares in the market, such sales by our principal shareholder within a short period of time could adversely affect the market price of our common stock if the marketplace does not orderly adjust to the increase in the number of shares in the market. This will result in a decrease in the value of your investment in the Company.

22. Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them at a price higher than that which they initially paid for such shares.

23. Because we do not intend to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

24. Currently there is no public market for our securities, and there can be no assurances that any public market will ever develop and if a market develops it is likely to be subject to significant price fluctuations.

There has not been any established trading market for our common stock, and there is currently no public market whatsoever for our securities. There can be no assurances as to whether:

·	any market for our shares will develop;

·	the prices at which our common stock will trade; or

·	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Prices for our common stock will be determined in the marketplace, are likely to fluctuate significantly and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of our company and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

25. If a market develops for our shares, sales of our shares relying upon Rule 144 may depress prices in that market by a material amount.

The majority of the outstanding shares of our common stock held by present stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement, such as this one (for the shares registered hereunder) or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. On November 15, 2007, the SEC adopted changes to Rule 144, which, would shorten the holding period for sales by non-affiliates to six months (subject to extension under certain circumstances) and remove the volume limitations for such persons. The changes became effective in February 2008. Rule 144 provides in essence that an affiliate who has held restricted securities for a prescribed period may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed 1% of a company's outstanding common stock. The alternative average weekly trading volume during the four calendar weeks prior to the sale is not available to our shareholders being that the Over-the-Counter Bulletin Board is not an "automated quotation system" and, accordingly, market based volume limitations are not available for securities quoted only over the Over-The-Counter Bulletin Board. As a result of the revisions to Rule 144 discussed above, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for at least 90 consecutive days) after the restricted securities have been held by the owner for a period of six months, if we have filed our required reports. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of our common stock in any market that may develop.

26. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002.

As a public company, we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting We expect to incur significant continuing costs, including accounting fees and staffing costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees, and two officers and directors. As we engage in the exploration of our mineral claim, hire employees and consultants, our current design for internal control over financial reporting may not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.

In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

27. Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary, we have not yet adopted these measures.

Because none of our directors are independent, we do not currently have independent audit or compensation committees. As a result, the directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

28. The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.

As a public company subject to the reporting requirements of the Exchange Act of 1934, we incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $25,000 per year for the next few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient funds to grow our operations.

Item 1B. Unresolved Staff Comments

There are no unresolved staff comments.

Item 2. Description of Properties

Corporate Office

We do not own any real property. We currently maintain our feet of corporate office space on a shared basis at 8275 S. Eastern Avenue, Suite 200, Las Vegas, Nevada, 89123 pursuant to lease for $150 per month which expires March 2014. Management believes that our office space is suitable for our current needs.

Oil and Gas Property Interests

Luxor Properties

Location Map of the Valhalla and Spirit Rycroft Properties

Acquisition of Interests

The following table lists total capitalized costs for the Company’s properties at May 31, 2013. All of the Company’s properties are located in Alberta, Canada.

	May 31, 2013 (Cumulative)
	Valhalla			Sprit Rycroft			Total
	(unproven)			(unproven)
Property acquisition costs		$	378,462		$	622,470		$	1,000,932
Geological and geophysical			2,593			2,187			4,780
Asset Retirement Obligation			4,848			4,848			9,696
Total expenditures		$	385,903			629,505			1,015,408

On June 23, 2011 the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of Buckeye Canada. The purchase price paid for the shares of Buckeye Canada was $400,000, which was paid by the issuance to Pol Brisset, the Company's principal executive officer and a director, of 10,000 shares of common stock of the Company.

As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Company.

Buckeye Canada’s sole asset is rights granted pursuant to the Farmout Agreement. Under this agreement Buckeye Canada has agreed to incur 80% of the cost of drilling a well on one of Luxor’s properties in exchange for a 56% working interest in said well. On May 16, 2011, Buckeye Canada entered into the Participation Agreement with Pioneer whereby the Company agreed to share its obligations and rights under the agreement with Luxor with Pioneer on a 50% basis. The Participation Agreement requires Buckeye Canada and Pioneer to equally fund Buckeye Canada’s obligations under the Farmout Agreement and to participate equally in the interest in the well. Accordingly, Buckeye Canada and Pioneer will each pay a net 40% of the initial capital costs and earn a 28% interest in any wells drilled by Luxor, as long as Pioneer continues to fund its half of the required amount of expenses.

In the event that Pioneer does not fund its share of exploration and development costs under its agreement with Buckeye, Buckeye would then be required to fund Pioneer’s portion, in addition to its own obligations to Luxor. As a result, should Pioneer not meet its funding obligations, Buckeye would have to fund an additional 40% (prior to earning-in under the agreement) or 28% (after earning-in under the agreement) of any cash calls that came from Luxor. Pioneer would then be put into penalty whereby Buckeye would be entitled to recover an amount equaling 300% of any delinquent funding owed from Pioneer before payouts from revenue, if any, would be made to Pioneer.

At the time of the acquisition of Buckeye Canada, Buckeye Canada had paid Luxor an aggregate CDN $152,876 (USD $159,839) in connection with the drilling of the Valhalla Well. In August 2011, Buckeye Canada paid an additional aggregate CDN $175,527 (USD $185,761) to Luxor for the costs to complete the Valhalla Well and acquire surface infrastructure for oil collection. The Valhalla Well was completed in August, 2011 and oil production from the Valhalla Well commenced at the end of September 2011. However, due to sand build-up, the well was taken off-line immediately. A new pump was installed and the well was brought back on-line on October 18, 2011. Production since October 2011 has been minimal as production problems relating to water build-up continue to be encountered and currently the Valhalla Well is shut in and is not currently producing. Buckeye Canada has now earned its 28% interest in the Valhalla Well as well as the entire property on which the Valhalla Well is located. The Valhalla Property does not currently contain any assigned resources or reserves of oil or natural gas.

Buckeye Canada also has the right of first refusal to participate on two additional properties if Luxor determines that it desires to pursue drilling on those properties. If Buckeye Canada exercises this right, it will need to pay 40% of such expenses in exchange for a 28% working interest, subject to Pioneer paying its half of the costs. On July 26, 2011 Buckeye Canada exercised its rights to participate in the SR Well to be drilled by Luxor. The Company paid Luxor an aggregate CDN $202,706 (USD $206,422) for the drilling of the SR Well and an additional CDN $162,383 (USD $158,810) for partial completion of the well. In February 2012, the Company paid CDN $119,540 (USD $119,888) for the construction of a pipeline to tie-in the SR Well to local infrastructure. In April 2012, the Company paid the final amount of CDN $126,150 (USD $125,660) for the surface infrastructure. The SR Well started producing gas, oil and liquids in March 2012 but has only limited production to date. It is not yet known if the SR Well will be economical. The SR Well is shut in and is not currently producing. Buckeye Canada has now earned its 28% interest in the SR Well as well as the entire property on which the SR Well is located.

On the potentially three properties that are part of the Luxor agreement, Buckeye Canada initially pays 40% of the capital costs to earn a 28% working interest on the first well drilled on the respective property but will pay 28% of the capital costs to earn a 28% working interest on all subsequent wells drilled on the respective property. Luxor has indicated that they will not be proceeding on a third property. As a result, the Farmout Agreement with Luxor will include only the two properties currently under the Farmout Agreement.

Neither the Valhalla nor the Spirit Rycroft Properties currently contain any assigned resources or reserves of oil or natural gas. Production from both properties has not been significant to date.

Description and Location of the Luxor Properties

Valhalla

The Valhalla property is located in the Peace River Arch area of northern Alberta, Canada. The Valhalla Property is subject to a Petroleum and Natural Gas Lease with the province of Alberta. Subject to its agreement with Buckeye Canada and royalties payable to the province, Luxor owns 100% of the rights to the underlying lease which is lease No. 0510030702. The lease expires March 25, 2015 but is renewable.

There was no production recorded for the Valhalla property for the year ended May 31, 2013.

Gas production received by the Company has been negligible to date. The following table shows the Company’s share of oil production in aggregate for the year ended May 31, 2012.

Year Ended May 31, 2012

Production (1)	Sales Price (2)	Operating Costs (3)
(bbls)	($/bbl)	($/bbl)
69	95.7	833

1.	Production is the Company’s 28% working interest in the Valhalla Well.

2.	Average selling price is calculated based on aggregate gross sales proceeds of $6,600 for the year ended May 31, 2012 divided by barrels of oil sold.

3.	Average operating cost is calculated based on aggregate operating costs of $57,460 for the year ended May 31, 2012 divided by barrels of oil produced.

Spirit Rycroft

The Spirit Rycroft property is also located in the Peace River Arch area of northern Alberta, Canada. The Spirit Rycroft Property is subject to a Petroleum and Natural Gas Lease with the province of Alberta. Subject to its agreement with Buckeye Canada and royalties payable to the province, Luxor owns 100% of the rights to the underlying lease which is lease No. 0509080476. The lease expires August 20, 2014 but is renewable.

There was no production recorded for the Spirit Rycroft property for the year ended May 31, 2013.

Gas production received by the Company has been negligible to date. The following table shows the Company’s share of oil and liquids production in aggregate for the year ended May 31, 2012.

Year Ended May 31, 2012

Production (1)	Sales Price (2)	Operating Costs (3)
(bbls)	($/bbl)	($/bbl)
23	78.3	489

1.	Production is the Company’s 28% working interest in the Spirit Rycroft Well.

2.	Average selling price is calculated based on aggregate gross sales proceeds of $1,801 for the year ended May 31, 2013 divided by barrels of oil and liquids sold.

3.	Average operating cost is calculated based on aggregate operating costs of $11,246 for the year ended May 31, 2013 divided by barrels of oil and liquids produced.

Regional Geology

The Peace River Arch (“PRA”) is a large, cratonic uplift in northwestern Alberta and northeastern British Columbia. It is one of only a few large-scale tectonic elements in the Western Canada Sedimentary Basin that has significantly disturbed the Phanerozoic cover of the craton. The structure has influenced the location of oil and gas accumulations in strata ranging from the Middle Devonian to the Upper Cretaceous, and has long been a focus of hydrocarbon exploration in the region.

The PRA is an east-northeasterly trending structure that has a total preserved length of approximately 750 km. At its western end, near the Alberta/British Columbia boundary, the arch stands approximately 1,000 m above the regional elevation of the basement. The amplitude of the arch decreases eastward to between 400 and 500 m at the fifth meridian and several tens of metres at its eastern end, near the fourth meridian.

The PRA is an asymmetrical structure with a steeply dipping northern flank and a more gently dipping southern slope. An isopach from the top of the Devonian to the basement shows that total deposition immediately to the south of the arch was several hundred metres thicker than it was to the north.

Exploration History and Geology of the Luxor Properties

Valhalla

Luxor is targeting an on-trend Doe Creek and Dunvegan formations vertical oil well. This well is expected to benefit and possibly be pressurized from the adjacent property water injection program. Sufficient acreage exists for up to five follow up vertical wells or a single horizontal well as may be required.

The primary objective is oil in the Doe Creek sandstone member which lies above the Dunvegan formation. The Doe Creek courses up from an argillaceous base and is well sorted. Secondary objective is the Dunvegan sandstone 25 metres deeper which is oil productive in the Doe Creek pool to the southwest. It is interpreted as the top sandstone of a deltaic system from the west.

Spirit Rycroft

Luxor is targeting an on-trend vertical oil well in the Basal Gething and Doe Creek formations offsetting the existing producing oil field. Potential exists for an additional two vertical oil wells or one horizontal well as may be indicated. The primary objective is a stratigraphic trap in a thick, Basal Gething sandstone at 1245 metres which lately has been proven to be oil and natural gas productive in several offsetting wells to the south east. A secondary objective is oil in the Doe Creek sandstone at 270 metres. Thickness is 1-2 metres but not in close proximity to water flooding necessary for good secondary recovery.

Current State of Exploration

Valhalla

The Valhalla Well was completed in August, 2011 and oil production from the Valhalla Well commenced at the end of September 2011. However, due to sand build-up, the well was taken off-line immediately. A new pump was installed and the well was brought back on-line on October 18, 2011. Production since October 2011 has been minimal as production problems relating to water build-up continue to be encountered and currently the Valhalla Well is shut in and is not currently producing. Buckeye Canada has now earned its 28% interest in the Valhalla Well as well as the entire property on which the Valhalla Well is located. The Valhalla Property does not currently contain any assigned resources or reserves of oil or natural gas.

Spirit Rycroft

On July 26, 2011 Buckeye Canada exercised its rights to participate in a second well to be drilled by Luxor. The second well drilled under the Company’s agreement with Luxor is the SR Well. The drilling of the SR Well commenced in August, 2011 and was brought on-line in March 2012 after the completion of the construction of a 2.5 kilometer pipeline. The SR Well initially produced gas, oil and liquids but has had only limited production to date. It is not known at this time if the hydrocarbon content will rise to a significant enough level to operate the SR Well in the future. The SR Well is currently shut in and not in production. The Spirit Rycroft Property does not currently contain any assigned resources or reserves of oil or natural gas.

Geological Exploration Program

Valhalla

Under the Farmout Agreement with Luxor the first property drilled was the Valhalla Property located in the Valhalla area of Alberta, Canada. The Valhalla Well was drilled to 785 metres and a 9 metre core sample was taken from the primary target Doe Creek formation. Subsequently, the well was cased and cemented, and the drilling rig was released the same day. The recovered core samples confirm the geological prognosis with visible oil on the sample with an estimated minimum 2.1+ metre of oil-bearing sand. The core was tested to determine the next course of action regarding completion program and production testing.

The completion costs on the Valhalla Well include readying the well for production, installing a single-well oil battery, supplying and installing the well-site equipment which includes the pump, and expanding and improving the road to the property.

At this time the Valhalla Well is shut-in due to the presence of water in the well. Luxor operated the well for several months but the water content remained high compared to oil levels. The drilling of the well established the presence of hydrocarbons on the property but due to water management does not believe the Valhalla Well to be economic at this point in time. The Valhalla Property still has potential for another well to be drilled but Luxor does not have any plans to drill another well on the Valhalla Property at this time.

Spirit Rycroft

On July 26, 2011 Buckeye Canada exercised its rights to participate in a second well to be drilled by Luxor. The drilling of the SR Well commenced in August, 2011 and was brought on-line in March 2012 after the completion of the construction of a 2.5 kilometer pipeline. The well was drilled to a depth of approximately 1,300 meters. The drilling of the SR Well established the presence of hydrocarbons on the property. The Well initially produced gas, oil and liquids but has had only limited production to date. It is not known at this time if the hydrocarbon content will rise to a significant enough level to operate the SR Well in the future. The well is currently shut in and not in production.

Item 3. Legal Proceedings

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s properties are not the subject of any pending legal proceedings.

Item 4. Mine Safety Disclosures

The Company currently has no mining operations.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

Market Information

There has been no market for our securities. Our common stock is not traded on any exchange or on the over-the-counter market. The Company has received approval from FINRA under the symbol BOIG.OB for our common stock to be eligible for trading on the Over The Counter Bulletin Board. However, a market has not yet developed. There is no assurance that a trading market will develop, or, if developed, that it will be sustained.

Security Holders

On September 3, 2013 there were approximately 26 holders of record of the Company’s common stock.

Dividends

The Company has not declared or paid any cash dividends on its common stock nor does it anticipate paying any in the foreseeable future. Furthermore, the Company expects to retain any future earnings to finance its operations and expansion. The payment of cash dividends in the future will be at the discretion of its Board of Directors and will depend upon its earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities that were not previously reported.

Purchases of Equity Securities by the Company and Affiliated Purchasers

None

Item 6. Selected Financial Data

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 7. Management’s Discussion and Analysis or Plan of Operation

Overview

We are engaged in the acquisition and exploration of oil and gas properties.

The Company’s sole assets are rights granted pursuant to the Farmout and Participation Agreements. Under the Farmout Agreement, the Company has agreed to incur 80% of the cost of drilling a well on one of Luxor’s properties in exchange for a 56% working interest in said well. Under the Participation Agreement, the Company agreed to share its obligations and rights under the agreement with Pioneer. The Participation Agreement requires the Company and Pioneer to equally fund the Company’s obligations under the Farmout Agreement and to participate equally in the interest in the well. Accordingly, Buckeye Canada and Pioneer will each pay a net 40% of the initial capital costs and earn a 28% working interest each in any wells drilled by Luxor, as long as Pioneer continues to fund its half of the required amount of expenses.

The Company has incurred a total of $385,903 in connection with the drilling of the Valhalla Well but due to water accumulation issues, the Valhalla Well has had only limited production and is currently shut-in and not producing. Buckeye Canada has earned its 28% interest in the Valhalla Well as well as the entire property on which the Valhalla Well is located.

The Company has incurred a total of $629,505 in connection with the drilling of the SR Well. The Well initially produced gas, oil and liquids but has had only limited production to date. It is not known at this time if the hydrocarbon content will rise to a significant enough level to operate the SR Well in the future. The well is currently shut in and not in production. It is not known if the SR Well will be economical. The Company has now earned its 28% interest in the SR Well as well as the entire property on which the SR Well is located.

Luxor has indicated that they will not be proceeding on a third property. As a result, the Farmout Agreement with Luxor will include only the two properties currently under the Farmout Agreement. None of the Company’s properties currently contain any assigned reserves or resources.

Plan of Operation

During the twelve-month period ending May 31, 2014 our objective is to continue to fund our agreement with Luxor. In addition, management will review other potential projects that may become available to the Company. These projects may not necessarily involve oil and gas exploration. Since management is committed to maximizing shareholder value, we may consider engaging in other business activities other than those in our current sector.

We continue to rely on Luxor to provide their employees and to source appropriate contractors to undertake the drill programs on the properties subject to the Farmout Agreement. We remain focused on keeping the staff compliment, which currently consists of our two directors and one officer, at a minimum to conserve capital. We do not believe that our staffing level currently hinders our operations, as we believe that outsourcing of necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.

Results of Operations

The Year Ended May 31, 2013 compared to the Year Ended May 31, 2012

Revenues

The Company did not recognize any revenue for the year ended May 31, 2013. For the year ended May 31, 2012 revenue was the result of limited production and sale of oil and liquids from the Company’s Valhalla and Spirit Rycroft properties. The Company only began earning revenue from its 28% working interest it has in its Valhalla Property in October, 2011 and from its 28% working interest it has in its Spirit Rycroft Property in March, 2012. Both properties are located in Alberta, Canada. We recognized $8,401 in revenue for the year ended May 31, 2012 from the sale of approximately 92 barrels of oil.

Operating Expenses

For the year ended May 31, 2013 our net loss was $63,594 compared to $171,717 for the year ended May 31, 2012. Expenses were lower during the year ended May 31, 2013 than the year ended May 31, 2012 as the Company’s activities have decreased significantly in 2013 compared to 2012. The Company began limited production from its Valhalla Property in October 2011 and from its Spirit Rycroft Property in March 2012. As a result, the Company incurred an aggregate of $68,706 in operating expenses for the year ended May 31, 2012. During the year ended May 31, 2013 the Company did not have any production and as a result did not recognize any production costs. Professional fees were $15,135 for the year ended May 31, 2013 compared to $28,678 for the year ended May 31, 2012. The decrease in the current year was due to professional fees related to the Company’s filing of a registration statement on Form S-1 and expenses associated with the change in its business that were incurred in 2012 but not incurred in 2013. Office and sundry decreased to $18,793 for the year ended May 31, 2013 compared from $44,605 for the year ended May 31, 2012. The decrease was due to fees incurred in 2012 related to S-1 filing fees and to registration fees associated with obtaining FINRA approval that were not incurred in 2013. Management and directors’ fees decreased to $19,297 for the year ended May 31, 2013 from $33,767 for the year ended May 31, 2012 due to our officers and directors agreeing to forgo their compensation in order to reduce the Company’s cash requirements during 2013.

Liquidity and capital resources

We had a cash balance of $51,077 and negative working capital of $30,497 at May 31, 2013. We anticipate that we will incur the following expenses over the next twelve months:

·	$18,000 for operating expenses for our two properties.

·	$41,600 for general, legal, accounting and administrative expenses associated with reporting requirements under the Securities Exchange Act of 1934.

Net cash used in operating activities during the year ended May 31, 2013 was $70,577 compared to $128,727 during the year ended May 31, 2012. A significant portion of the decrease was due to a reduction in the net loss to $63,594 for the year ended May 31, 2013 from $171,717 for the year ended May 31, 2012. Partially offsetting the impact of the lower net loss was the effect of changes in accounts payable and accrued liabilities. For the year ended May 31, 2013 there was an outflow from a decrease in accounts payable and accrued liabilities of $9,118 compared to an inflow of $46,229 from an increase in accounts payable and accrued liabilities for the year ended May 31, 2012. Financing activities consisted of $60,000 and $750,000 received from the issuance of common stock during the years ended May 31, 2013 and 2012, respectively. There were no investing activities during the year ended May 31, 2013 while investing activities for the year ended May 31, 2012 consisted of $802,295 used for the acquisition of oil and gas property interests and $240,161 received upon the acquisition of Buckeye Canada.

In the event that Pioneer does not fund its share of exploration and development costs under the Participation Agreement, Buckeye Canada would then be required to fund Pioneer’s portion, in addition to its own, obligations to Luxor. As a result, should Pioneer not meet its funding obligations, Buckeye would have to fund an additional 40% (prior to earning-in under the Agreement) or 28% (after earning-in under the Agreement) of any cash calls that came from Luxor. Pioneer would then be put into penalty whereby Buckeye Canada would be entitled to recover an amount equaling 300% of any delinquent funding owed from Pioneer before payouts from revenue, if any, would be made to Pioneer.

Between August 2011 and February 2013 the Company has raised a total of $810,000 through the issuance of shares of common stock, which shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The funds received from these financings were used primarily to fund the Company’s portion of drill programs under the Farmout Agreement and for general working capital purposes. However, even with these financings current cash on hand is not sufficient to fund all of the Company’s requirements for the next twelve months.

We anticipate that we will require approximately an additional $59,600 to fund our operations for the next 12 months. We may seek to raise the additional funding that we require in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our operations.. We currently do not have any agreements or arrangements in place for any future equity financing.

Going Concern Consideration

Current cash on hand is not sufficient to fund our planned operations over the next twelve months. Even if the wells drilled on the Valhalla and Spirit Rycroft Properties commence production in the coming months, cash flow from the wells will not be sufficient to fund all of our planned operations. We anticipate generating losses and therefore we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities that could result should we be unable to continue as a going concern.

We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Accordingly, our independent auditors included an explanatory paragraph in their report on the May 31, 2013 financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Critical Accounting Policies

The preparation of financial statements, in conformity with generally accepted accounting principles in the United States of America, requires companies to establish accounting policies and to make estimates that affect both the amount and timing of the recording of assets, liabilities, revenues and expenses. Some of these estimates require judgments about matters that are inherently uncertain and therefore actual results may differ from those estimates.

A detailed summary of all of the Company’s significant accountings policies and the estimates derived therefrom is included in Note 3 to the Company’s Consolidated Financial Statements for the year ended May 31, 2013. While all of the significant accounting policies are important to the Company’s consolidated financial statements, the following accounting policies and the estimates derived therefrom have been identified as being critical:

Oil and Gas Property Payments and Exploration Costs;

Revenue Recognition;

Impairment of Long-lived Assets;

Income taxes;

Foreign currency translation; and

Asset retirement obligations.

Oil and Gas Property Payments and Exploration Costs

The Company follows the full cost method of accounting for natural gas and oil operations. Under the full cost method all costs incurred in the acquisition, exploration and development of natural gas and oil reserves are initially capitalized into cost centers on a country-by-country basis. The Company’s current cost center is located in Canada. Such costs include land acquisition costs, geological and geophysical expenditures, carrying charges on non-producing properties, costs of drilling and overhead charges directly related to acquisition, exploration and development activities.

Costs capitalized, together with the costs of production equipment, are depleted and amortized on the unit-of-production method based on the estimated net proved reserves, as determined by independent petroleum engineers. The Company has adopted revised oil and gas reserve estimation and disclosure requirements. The primary impact of the new disclosures is to conform the definition of proved reserves with the SEC Modernization of Oil and Gas Reporting rules, which were issued by the SEC at the end of 2008. The accounting standards update revised the definition of proved oil and gas reserves to require that the average, first-day-of-the-month price during the 12-month period before the end of the year rather than the year-end price, must be used when estimating whether reserve quantities are economical to produce. This same 12-month average price is also used in calculating the aggregate amount of (and changes in) future cash inflows related to the standardized measure of discounted future net cash flows. The percentage of total reserve volumes produced during the year is multiplied by the net capitalized investment plus future estimated development costs in those reserves. Costs of acquiring and evaluating unproved properties are initially excluded from depletion calculations. These unevaluated properties are assessed periodically to ascertain whether impairment has occurred. When proved reserves are assigned or the property is considered to be impaired, the cost of the property or the amount of the impairment is added to costs subject to depletion calculations.

Under full cost accounting rules, capitalized costs, less accumulated amortization and related deferred income taxes, shall not exceed an amount (the ceiling) equal to the sum of: (i) the after tax present value of estimated future net revenues computed by applying current prices of oil and gas reserves to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on currents costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; (ii) the cost of properties not being amortized; and (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the ceiling, the excess shall be charged to expense and separately disclosed during the period in which the excess occurs. Amounts thus required to be written off shall not be reinstated for any subsequent increase in the cost center ceiling.

Revenue recognition

Revenue from the production of crude oil and natural gas is recognized when title passes to the customer and when collection of the revenue is reasonably assured. The Company does not operate its wells and is reliant on the wells’ operator to market and sell its proportion of oil and gas produced from its wells. The customers take title when the crude oil is transferred to their pipeline or collection facility.

The Company has recognized only minimal revenue from its oil and gas exploration activities as of May 31, 2013. The Company began earning revenue from its 28% working interest it has in its Valhalla Property commencing in October 2011 and its 28% working interest in its Spirit Rycroft Property in March 2012. The Valhalla Property is not currently in production. Both properties are located in Alberta, Canada.

Impairment of Long-lived Assets

In accordance with ASC 360, Property, Plant and Equipment, long lived assets such as equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount of fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes whereby deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If it is determined that the realization of the future tax benefit is not more likely than not, the enterprise establishes a valuation allowance.

Foreign Currency Translation

The Company has oil and gas property interests in Canada and as a result incurs some transactions in Canadian dollars. The Company translates its Canadian dollar balances to US dollars in the following manner: assets and liabilities have been translated using the rate of exchange at the balance sheet date. The Company’s results of operations have been translated using average rates.

All amounts included in the accompanying financial statements and footnotes are stated in U.S. dollars.

Asset Retirement Obligations

In accordance with ASC 410, Asset Retirement and Environmental Obligations the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company has not yet undertaken any field exploration on its properties and as such has not yet incurred an asset retirement obligation. At least annually, the Company will reassess the need to record an obligation or determine whether a change in any estimated obligation is necessary. The Company will evaluate whether there are indicators that suggest the estimated cash flows underlying the obligation have materially changed. Should those indicators suggest the estimated obligation has materially changed the Company will accordingly update its assessment. The asset retirement obligation is measured at fair value on a non-recurring basis using level 3 inputs based on discounted cash flows involving estimates, assumptions, and judgments regarding the cost, timing of settlement, credit-adjusted risk-free rate and inflation rates.

Recent Accounting Pronouncements

Goodwill Impairment

In September 2011, ASC guidance was issued related to goodwill impairment. Under the updated guidance, an entity will have the option to first assess qualitatively whether it is necessary to perform the current two-step goodwill impairment test. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The update is effective for the Company’s fiscal year beginning June 1, 2012 with early adoption permitted. The updated guidance did not have an impact on its financial position, results of operations or cash flows.

Comprehensive Income

In June 2011, ASC guidance was issued related to comprehensive income. Under the updated guidance, an entity will have the option to present the total of comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In addition, the update required certain disclosure requirements when reporting other comprehensive income. The update does not change the items reported in other comprehensive income or when an item of other comprehensive income must be reclassified to income. Subsequently, in December 2011, the FASB issued its final standard to defer the new requirement to present components of reclassifications of other comprehensive income on the face of the income statement. Companies will still be required to adopt the other requirements contained in the new standard on comprehensive income. The adoption of this guidance had no impact on the Company’s financial position, results of operations or cash flows.

Fair Value Accounting

In May 2011, ASC guidance was issued related to disclosures around fair value accounting. The updated guidance clarifies different components of fair value accounting including the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity and disclosing quantitative information about the unobservable inputs used in fair value measurements that are categorized in Level 3 of the fair value hierarchy. The update is effective for the Company’s fiscal year beginning June 1, 2012. The updated guidance did not have a significant impact on its financial position, results of operations or cash flows.

Off-balance sheet arrangements

We have no off-balance sheet arrangements.

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

A smaller reporting company, as defined by Item 10 of Regulation S-K, is not required to provide the information required by this item.

Item 8. Financial Statements

BUCKEYE OIL & GAS, INC.

(An Exploration Stage Company)

-:-

INDEPENDENT AUDITOR’S REPORT

May 31, 2013 and 2012

Contents		Page



Report of Independent Registered Public Accountants		F - 1

Balance Sheets
	May 31, 2013 and 2012	F - 2

Statements of Operations for the
	Years Ended May 31, 2013 and 2012 and the Cumulative Period from May 11, 2010 (inception) to May 31, 2013	F - 3

Statement of Stockholders’ Equity (Deficit)
	Since May 11, 2010 (inception) to May 31, 2013	F - 4

Statements of Cash Flows for the
	Years Ended May 31, 2013 and 2012 and the Cumulative Period from May 11, 2010 (inception) to May 31, 2013	F - 5

Notes to Financial Statements		F - 7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Buckeye Oil & Gas, Inc.

Las Vegas, Nevada

We have audited the accompanying balance sheets of Buckeye Oil & Gas, Inc. (an exploration stage company). as of May 31, 2013 and 2012, and the related statements of income, stockholders’ equity and comprehensive income, and cash flows for the years ended May 31, 2013 and 2012, and for the period May 11, 2010 (inception) to May 31, 2013. Buckeye Oil & Gas, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Buckeye Oil & Gas, Inc. (an exploration stage company) as of May 31, 2013 and 2012, and the results of its operations and its cash flows for the years ended May 31, 2013 and 2012 and for the period May 11,2010 (inception) to May 31, 2013 are in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is in development stage with limited operations and resources, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ZBS Group LLP

ZBS Group LLP

Melville, New York

September 3, 2013

115 Broad Hollow Road, Suite 350 Melville, New York 11747

Tel: (516) 394-3344 Fax: (516) 908-7867

www.zbscpas.com

F - 1

BUCKEYE OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEETS


	May 31,			May 31,
	2013			2012
ASSETS
Current Assets
Cash	$	51,077		$	61,654
Accounts Receivable		1,085			2,199
Prepaid Expenses		1,955			1,883

Total Current Assets		54,117			65,736

Oil and Gas Property Interests (note 5)		1,015,408			970,856

Total Assets	$	1,069,525		$	1,036,592

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable and Accrued Liabilities	$	84,614		$	49,354

Total Current Liabilities		84,614			49,354

Long Term Liabilities
Asset Retirement Obligations (note 6)		10,832			9,565
Total Long Term Liabilities		10,832			9,565

Total Liabilities		95,446			58,919

Stockholders' Equity
Common Stock, Par Value $.0001
Authorized 500,000,000 shares,
620,500 and 617,500 shares issued and outstanding at
May 31, 2013 and 2012 respectively		62			62
Paid-In Capital		1,230,938			1,170,938
Deficit Accumulated During Exploration Stage		(256,921	)		(193,327	)

Total Stockholders' Equity		974,079			977,673

Total Liabilities and Stockholders' Equity	$	1,069,525		$	1,036,592

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

F - 2

BUCKEYE OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

							Cumulative
							Since
	For the Years Ended May 31,						May 11, 2010
							(Inception) to
	2013			2012			May 31, 2013
Revenues
Oil and gas revenues	$	–		$	8,401		$	8,401

Expenses
Operating Expenses		8,962			68,706			77,668
Accretion		1,093			843			1,936
Professional Expenses		15,135			28,678			53,320
Office and Sundry		18,793			44,605			75,501
Rent		1,800			2,100			3,900
Management and Directors’ Fees		19,297			33,767			53,064
Total Expenses		65,080			178,699			265,389
Net Loss from Operations		(65,080	)		(170,298	)		(256,988	)
Other Income (Expenses)
Foreign Exchange Gain (Loss)		1,486			(1,419	)		67
Net Other Income (Expenses)		1,486			(1,419	)		67

Net Loss	$	(63,594	)	$	(171,717	)	$	(256,921	)

Basic and Diluted loss per share	$	(0.10	)	$	(0.28	)

Weighted Average Shares Outstanding (1)		618,273			614,458

(1)	Reflects the 1:100 reverse stock split completed on July 8, 2013.

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

F - 3

BUCKEYE OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

									Deficit
									Accumulated
									During
	Common Stock						Paid-In		Exploration
	Shares(1)			Par Value			Capital		Stage			Total

Balance at May 11, 2010 (inception)		—		$	—		$	—	$	—		$	—
Common stock issued to founder
at $0.0059 per share, May 12, 2010		1,530,000			153			8,847		—			9,000
Net loss		—			—			—		(3,600	)		(3,600	)

Balance at May 31, 2010		1,530,000			153			8,847		(3,600	)		5,400

Common stock private investors
at $0.059 per share, November 16, 2010		204,000			21			11,979		—			12,000
Net Loss		—			—			—		(18,010	)		(18,010	)

Balance at May 31, 2011		1,734,000			174			20,826		(21,610	)		(610	)

Shares returned to treasury for cancellation, June 2,2011		(1,150,000	)		(115	)		115		—			—
Common stock issued to acquire Buckeye Canada, June 23, 2011		10,000			1			399,999		—			400,000
Common stock issued private investors at $25 per share, August 26, 2011		18,000			2			449,998		—			450,000
Common stock private investors at $50 per share, February 15, 2012		3,000			—			150,000		—			150,000
Common stock private investors at $60 per share, April 30, 2012		2,500			—			150,000		—			150,000
Net loss for the period		—			—			—		(171,717	)		(171,717	)

Balance at May 31, 2012		617,500			62			1,170,938		(193,327	)		977,673

Common stock private investors at $20 per share, February 26,2013		3,000			—			60,000		—			60,000
Net Loss		—			—			—		(63,594	)		(63,594	)

Balance May 31, 2013		620,500		$	$62		$	1,230,938	$	$(256,921	)	$	974,079

(1)	Reflects the 100:1 reverse stock split completed on July 8, 2013.

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

F - 4

BUCKEYE OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

							Cumulative
							Since
							May 11, 2010
	For the Years Ended						(Inception) to
	May 31,						May 31,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(63,594	)	$	(171,717	)	$	(256,921	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Accretion Expense		1,093			843			1,936
Change in Operating Assets and Liabilities
Decrease (Increase) In Accounts Receivable		1,114			(2,199	)		(1,085	)
Decrease (Increase) in Prepaid Expenses		(72	)		(1,883	)		(1,955	)
Increase (Decrease) in Accounts Payable		(9,118	)		46,229			40,236
Net Cash Used in Operating Activities		(70,577	)		(128,727	)		(217,789	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of Oil and Gas Property Interests		-			(802,295	)		(802,295	)
Cash Acquired on Business Combination		-			240,161			240,161
Net Cash Used in Investing Activities		-			(562,134	)		(562,134	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from the Sale of Common Stock		60,000			750,000			831,000
Net Cash Provided by Financing Activities		60,000			750,000			831,000

Net (Decrease) Increase in Cash and Cash Equivalents		(10,577	)		59,139			51,077
Cash and Cash Equivalents at Beginning of Period		61,654			2,515			-
Cash and Cash Equivalents at End of Period	$	51,077		$	61,654		$	51,077

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

F - 5

BUCKEYE OIL & GAS, INC.

(An Exploration Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

					Cumulative
					Since
					May 11, 2010
	For the Years Ended				(inception) to
	May 31,		May 31,		May 31,
	2013		2012		2013

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest	$	—	$	—	$	—
Income taxes	$	—	$	—	$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING INFORMATION
Accounts payable related to acquisition of oil and gas property interests	$	44,552	$	—	$	44,552
Long Term Liabilities - Asset Retirement Obligation	$	—	$	9,695	$	9,695
Shares issued on acquisition of Buckeye Oil & Gas (Canada), Inc. (note 4)	$	—	$	400,000	$	400,000

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

F - 6

NOTE 1 – NATURE OF BUSINESS AND OPERATIONS

Buckeye Oil & Gas, Inc. (an exploration stage company) (the “Company”) was incorporated in the state of Florida on May 11, 2010 under the name Benefit Solutions Outsourcing Corp.

On May 19, 2011 the Board of Directors and majority shareholder of the Company approved a change to the Company’s Articles of Incorporation which affected a 17 for one forward stock split of our issued and outstanding common stock, changed the name of the company to “Buckeye Oil & Gas, Inc.”, and changed the business of the Company to oil and gas exploration. The changes became effective at the close of business on June 1, 2011. The forward stock split was distributed to all shareholders of record on March 31, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock.

On June 2, 2011 Jamie Mills, the principal shareholder of the Company, entered into a Stock Purchase Agreement which provided for the sale of his 380,000 shares of common stock of the Company (the “Shares”) to Ravi Dhaddey (who purchased 329,000 of the Shares) and Pol Brisset (who purchased 51,000 of the Shares). Combined, the Shares acquired by Messrs. Dhaddey and Brisset represented, at that time, 65.07% of the issued and outstanding share capital of the Company on a fully-diluted basis. In connection with such purchase, Mr. Mills cancelled the other 1,150,000 shares in the Company which he had owned.

Effective as of June 2, 2011, in connection with the acquisition of the Shares, Pol Brisset was appointed a director of the Company upon the resignation of Jamie Mills from his positions as the sole officer and director of the Company. The Board of Directors of the Company elected Pol Brisset as President, Chief Executive Officer, Chief Financial Officer and Treasurer.

Effective as of June 2, 2011, in connection with the acquisition of the Shares, Pol Brisset was appointed a director of the Company upon the resignation of Jamie Mills from his positions as the sole officer and director of the Company. The Board of Directors of the Company elected Pol Brisset as President, Chief Executive Officer, Chief Financial Officer and Treasurer and Manny Dhinsa as Secretary and Director. On April 2, 2012, Manny Dhinsa was replaced as Secretary and Director of the Company by Michal Gnitecki.

On June 23, 2011 the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of a private Canadian business owned by the Company’s principal executive officer called Buckeye Oil & Gas (Canada) Inc. (“Buckeye Canada”), a company incorporated in Alberta, Canada. The purchase price paid for the shares of Buckeye Canada was $400,000, which was paid by the issuance to Pol Brisset, the Company's principal officer and a director, of 10,000 shares of common stock of the Company. As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Company.

Effective July 8, 2013, the Company and the Board of Directors of the Company adopted resolutions to effectuate a reverse split of its issued and outstanding shares of common stock on the basis of 1 post consolidation share for each 100 pre-consolidation shares. All share and per share amounts in the consolidated financial statements of the Company have been adjusted to reflect the reverse split.

Nature of Operations

The Company has commenced limited production from its properties as of May 31, 2013. The Company is engaged in the acquisition, exploration and if warranted and feasible, the development of exploration of oil and gas properties. The Company has a 28% working interest in two properties located in Alberta, Canada and has drilled an exploration well on each respective property, but neither well is currently in production (notes 4 and 5).

F - 7

NOTE 2 – ABILITY TO CONTINUE AS A GOING CONCERN

The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (GAAP) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company only commenced its oil and gas exploration activities in June 2011. The Company has realized only limited revenue from its present operations. During the year ended May 31, 2013, the Company incurred a net loss of $63,594. Since inception on May 11, 2010 the Company has an accumulated deficit of $256,921 to May 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company's ability to continue as a going concern is dependent on its ability to develop its oil and gas properties and ultimately achieve profitable operations and to generate sufficient cash flow from financing and operations to meet its obligations as they become payable. The Company expects that it will need approximately $59,600 to fund its operations during the next twelve months which will include capital payments under its property agreement (note 4) and the costs associated with maintaining an office. Management may seek additional capital through a private placement and public offering of its common stock. Although there are no assurances that management’s plans will be realized, management believes that the Company will be able to continue operations in the future. Accordingly, no adjustment relating to the recoverability and classification of recorded asset amounts and the classification of liabilities has been made to the accompanying financial statements in anticipation of the Company not being able to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Management’s Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities, asset retirement obligation, and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

Foreign Currency

The Company has oil and gas property interests in Canada and as a result incurs transactions in Canadian dollars. The Company translates its Canadian dollar balances to US dollars in the following manner: assets and liabilities have been translated using the rate of exchange at the balance sheet date. The Company’s results of operations have been translated using average rates.

Concentration of Credit Risk

The Company has no off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains all of its cash balances with one financial institution in the form of a demand deposit.

Loss per Share

Net income (loss) per share is computed by dividing the net income by the weighted average number of shares outstanding during the period. The Company did not have any dilutive instruments outstanding at May 31, 2013.

F - 8

Comprehensive Income

The Company has adopted ASC 220 (formerly SFAS No. 130, “Reporting Comprehensive Income”), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.

Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Uncertain Tax Positions

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the year ended May 31, 2013 or for the year ended May 31, 2012. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the year ended May 31, 2013 and 2012, there were no income tax, or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Florida State. Tax years 2011 to present remain open to income tax examination. The Company is not currently involved in any income tax examinations.

Fair Value of Financial Instruments

The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

	•	Level one — Quoted market prices in active markets for identical assets or liabilities;

	•	Level two — Inputs other than level one inputs that are either directly or indirectly observable; and

	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter.

Oil and Gas Property Payments and Exploration Costs

F - 9

Impairment of Long-lived Assets

Asset Retirement Obligations

In accordance with ASC 410, Asset Retirement and Environmental Obligations the fair value of an asset retirement cost, and corresponding liability, should be recorded as part of the cost of the related long-lived asset and subsequently allocated to expense using a systematic and rational method. The Company provides for future asset retirement obligations on its oil and natural gas properties based on estimates established by current legislation. The asset retirement obligation is initially measured at fair value and capitalized to capital assets as an asset retirement cost. The asset retirement obligation accretes until the time the asset retirement obligation is expected to settle while the asset retirement cost is amortized over the useful life of the underlying capital assets. The amortization of the asset retirement cost and the accretion of the asset retirement obligation are included in depletion and accretion expense. Actual asset retirement costs are recorded against the obligation when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred is recorded as a gain or loss in the period of settlement.

F - 10

Revenue recognition

The Company has recognized only minimal revenue from its oil and gas exploration activities as of May 31, 2013. The Company began earning revenue from its 28% working interest it has in its Valhalla Property commencing in October, 2011 and its 28% working interest in its Spirit Rycroft Property in March 2012. Currently, neither property is in production. Both properties are located in Alberta, Canada.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

In December 2011, FASB issued Accounting Standards Update (“ASU”) 2011-11 which amends the guidance in ASC 210, Balance Sheet (ASC 210). The ASU requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The ASU is effective for annual periods beginning on or after January 1, 2013. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented.

In June 2011, the FASB issued Accounting Standards ASU 2011-05 to amend the guidance on the presentation of comprehensive income in ASC 220. ASU 2011-05 requires companies to present a single statement of comprehensive income or two separate but consecutive statements, a statement of operations and a statement of comprehensive income. ASU 2011-05 eliminates the alternative to present comprehensive income within the statement of equity. ASU 2011-05 does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The ASU should be applied retrospectively and is effective for annual periods beginning after December 15, 2011. In December 2011, the FASB issued ASU 2011-12, which deferred the changes in ASU 2011-05 that relate to the presentation of reclassifications out of accumulated other comprehensive income.

In May 2011, the FASB issued ASU 2011-04, which amends the guidance on fair value measurement in ASC 820 to converge the fair value measurement and disclosure requirements under GAAP and International Financial Reporting Standards (“IFRS”) fair value measurement and disclosure requirements. The amendments change the wording used to describe the requirements for measuring fair value, changes certain fair value measurement principles and enhances disclosure requirements. This guidance is effective for annual periods beginning after December 15, 2011, applied prospectively.

In January 2013, the FASB issued ASU No. 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This pronouncement was issued to address implementation issues about the scope of Accounting Standards Update No. 2011-11 and to clarify the scope of the offsetting disclosures and address any unintended consequences. This pronouncement is effective for reporting periods beginning on or after January 1, 2013.

F - 11

In February 2013, the FASB issued ASU No. 2013-02, ‘Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This pronouncement was issued to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update seek to attain that objective by requiring an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (i.e. inventory) instead of directly to income or expense in the same reporting period. This pronouncement is effective prospectively for reporting periods beginning after December 15, 2012.

NOTE 4 – BUSINESS COMBINATION

As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Company.

The following table shows the allocation of the consideration transferred based on the fair values of the assets and liabilities acquired:

Consideration Transferred

Common shares issued		$	400,000
		$	400,000

Allocation of Consideration Transferred

Oil and gas properties	$	159,839
Cash		240,161
	$	400,000

NOTE 5 – OIL AND GAS PROPERTY INTERESTS (Unproven)

	May 31, 2013 (Cumulative)
	Valhalla			Sprit Rycroft			Total
	(unproven)			(unproven)
Property acquisition costs		$	378,462		$	622,470		$	1,000,932
Geological and geophysical			2,593			2,187			4,780
Asset Retirement Obligation			4,848			4,848			9,696
Total expenditures		$	385,903			629,505			1,015,408

F - 12

Farmout and Participation Agreement with Luxor

The Company’s sole assets are rights acquired by Buckeye Canada pursuant to a May 12, 2011 Farmout and Participation Agreement with Luxor Oil & Gas, Inc. (“Luxor”). Under this agreement Buckeye Canada has agreed to incur 80% of the cost of drilling a well on one of Luxor’s properties in exchange for a 56% working interest in said well. In a separate agreement, on May 16, 2011 Buckeye Canada entered into a Participation Agreement whereby the Company agreed to share its obligations and rights under the agreement with Luxor with a partner on a 50% basis. The partner is a privately-owned company called Pioneer Marketing Group, Ltd. (“Pioneer”). The Participation Agreement requires Buckeye Canada and Pioneer to equally fund Buckeye Canada’s obligations under the Luxor agreement and to participate equally in the interest in the well. Accordingly, Buckeye Canada and Pioneer will each pay a net 40% of the initial capital costs and earn a 28% working interest each in any wells drilled by Luxor, as long as Pioneer continues to fund its half of the required amount of expenses.

The first well drilled under the agreement with Luxor is located the Valhalla area of Alberta (“Valhalla Well”), Canada and was drilled in July 2011. The Valhalla Well was completed in August, 2011 and initial production began in October 2011. Due to water accumulation issues, the Valhalla Well has had only limited production and is currently shut-in and not producing. It is not yet known if the Valhalla Well will be economic. Buckeye Canada has now earned its 28% interest in the Valhalla Well as well as the entire property on which the Valhalla Well is located.

The agreement with Luxor provides for Buckeye Canada to earn its working interest on the entire property and not just on the respective well. As a result, now that Buckeye Canada has earned-in on the Valhalla and Spirit Rycroft Properties, Buckeye Canada will pay 28% of the capital costs on any new wells drilled on either property and earn a 28% working interest. On the potentially three properties that are part of the Luxor agreement, Buckeye Canada pays 40% of the capital costs to earn a 28% working interest on the first well but pays 28% of the capital costs to earn a 28% working interest on all subsequent wells drilled on the respective property. Luxor has indicated that they will not be proceeding on a third property. As a result, the agreement with Luxor will include the two properties currently under the Luxor agreement.

None of the Company’s properties currently contain any assigned reserves or resources.

NOTE 6 – ASSET RETIREMENT OBLIGATION

As at May 31, 2013 the Company’s asset retirement obligation was comprised of its 28% working interest in the Valhalla and SR Wells. The Company has estimated its May 31, 2013 obligation at $10,832 which includes an aggregate $1,936 in accretion expense.

NOTE 7 – STOCKHOLDERS’ EQUITY

Stock Splits

Effective July 8, 2013, the Board of Directors and majority shareholders of the Company adopted resolutions to effectuate a reverse split of its issued and outstanding shares of common stock on the basis of 1 post consolidation share for each 100 pre-consolidation shares. No cash was paid or distributed as a result of the reverse stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock.

F - 13

On May 19, 2011 the Board of Directors and majority shareholder of the Company affected a 17 for one forward stock split of our issued and outstanding common stock. The forward stock split was distributed to all shareholders of record on March 31, 2011. No cash was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares which would otherwise be required to be issued as a result of the stock split were rounded up to the nearest whole share. There was no change in the par value of our common stock.

All share and per share amounts presented in these consolidated financial statements have been adjusted for the stock splits.

Common Stock Transactions

On August 26, 2011, the Company closed a private placement of 18,000 (1,800,000 pre-reverse split) of its common shares at $25 per share ($0.25 pre-reverse split) for a total offering price of $450,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by four non-U.S. persons.

On February 15, 2012, the Company closed a private placement of 3,000 (300,000 pre-reverse split) common shares at $50 per share ($0.50 pre-reverse split) for a total offering price of $150,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by two non-U.S. persons.

On April 30, 2012, the Company closed a private placement of 2,500 (250,000 pre-reverse split) common shares at $60 per share ($0.60 pre-reverse split) for a total offering price of $150,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by two non-U.S. persons.

On February 26, 2013, the Company closed a private placement of 3,000 (300,000 pre-split) common shares at $20 per share ($0.20 pre-reverse split) for a total offering price of $60,000. The common shares were offered by the Company pursuant to an exemption from registration under Regulation S of the Securities Act of 1933, as amended. The private placement was fully subscribed to by two non-U.S. persons.

Share Cancellation

On June 2, 2011, in connection with the sale of his 380,000 shares of common stock of the Company, the Company’s former principal executive officer returned 1,150,000 (115,000,000 pre-split) common shares to the Company for cancellation.

NOTE 8 - INCOME TAXES

Deferred tax assets of the Company are as follows:

	2013			2012
Income tax expense (asset) at statutory rate		21,622			65,731
Less: valuation allowance		(21,622	)		(65,731	)
Deferred tax asset recognized		-			-

A valuation allowance has been recorded to reduce the net benefit recorded in the financial statements related to these deferred tax assets. The valuation allowance is deemed necessary as a result of the uncertainty associated with the ultimate realization of these deferred tax assets.

F - 14

The provision for income tax differs from the amount computed by applying statutory federal income tax rate of 34% (2012 – 34%) to the net loss for the year. The sources and effects of the tax differences are as follows:

	2013			2012
Income tax expense at statutory rate		81,006			58,384
Less: change in valuation allowance		(81,006	)		(58,384	)
Income tax expense		-			-

At May 31, 2013, the Company had net operating loss carry forwards of approximately $236,000 (2012 - $172,000) that may be offset against future taxable income through 2031. No tax benefit has been reported in the May 31, 2013financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

NOTE 9 – RELATED PARTY TRANSACTIONS

Effective September 1, 2011 the Company entered into a service agreement with Pol Brisset, its principal executive officer, requiring a monthly payment of USD $2,411 (CDN $2,500). Under the agreement the Company paid Mr. Brisset $14,829 (CDN $15,000) for the year ended May 31, 2013. In order to preserve working capital for the Company Mr. Brisset has agreed forgo his pay effective December 1, 2012.

Effective as of April 2, 2012, Michal Gnitecki was appointed as Secretary and a director of the Company and will be compensated at USD $482 (CDN $500) per month to serve as secretary and director. For the year ended May 31, 2013, the Company paid $4,468 (CDN $4,500) to Mr. Gnitecki. In order to preserve working capital for the Company Mr. Gnitecki has agreed forgo his pay effective March 1, 2013.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Commencing March 24, 2013 the Company renewed the lease for its office space at $150 per month. The lease is for one year. It is expected that the Company will renew the lease for another year when the current lease expires.

NOTE 11 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the date of the balance sheet through September 3, 2013, the date the financial statements were issued. During this period other than the reverse stock split (notes 1 and 7) no material recognizable subsequent events were identified.

F - 15

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None

Item 9A. Controls and Procedures

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, including its chief executive officer and chief financial officer, carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of May 31, 2013, the date of the Company’s most recently completed fiscal year end. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of May 31, 2013, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management, assessed the effectiveness of the Company’s internal control over financial reporting as of May 31, 2013. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission( “COSO”) in Internal Control - Integrated Framework. Based on the Company’s assessment, our management has concluded that, as of May 31, 2013, the Company’s internal control over financial reporting was effective based upon the COSO criteria.

Lack of Segregation Of Duties

Management is aware that there is a lack of segregation of duties at the Company due to the small number of employees dealing with general administrative and financial matters. However, at this time management has decided that considering the abilities of the employees now involved and the control procedures in place, the risks associated with such lack of segregation are low and the potential benefits of adding employees to clearly segregate duties do not justify the substantial expenses associated with such increases. Management will periodically reevaluate this situation.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

All directors of our Company hold office until the next annual general meeting of the stockholders or until their successors are elected and qualified. The officers of our Company are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal. Our directors and executive officers, their ages, positions held and duration each person has held that position, are as follows:

Name	Position Held with the Company	Age	Date First Appointed
Pol Brisset	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director	37	June 2, 2011
Michal Gnitecki	Secretary and Director	32	April 2, 2012

Business Experience

The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which he was employed.

Pol Brisset has been the owner of MTL Brand Management, a privately-owned beverage business in Montreal since 2008. From 2005 to 2009 he was the Director of Business Development for Western Canada for Heineken, a beverage company. Mr. Brisset is fluent in English and French and received his Bachelor of Business degree from the University of Quebec at Montreal and completed his Masters of Business Administration (MBA) in 2008 at the University of Calgary. Mr. Brisset was appointed to the Board of Directors due to his business experience and his significant ownership interest in the Company.

Michal Gnitecki is an experienced, Alberta-based, petroleum geologist. Since November 2010 Mr. Gnitecki has been working as a Project Manager for PHH Arc Environmental in Calgary, Alberta. From September 2008 to October 2010 he was a Project Manager at Adler Environmental Solutions, from January 2007 to August 2008 he was an Environmental Geologist at Cirrus Environmental Services, and from June 2004 to December 2006 he was a Geotechnical Technologist at AMEC Earth and Environmental. Mr. Gnitecki graduated from Brandon University in Manitoba, Canada with a Bachelor of Science – Geology in 2004. Mr. Gnitecki was appointed to the Board of Directors as a result of his industry experience.

There are no family relationships among our directors or officers. None of our directors or officers has been affiliated with any company that has filed for bankruptcy within the last ten years. We are not aware of any proceedings to which any of our officers or directors, or any associate of any such officer or director, is a party adverse to our company or has a material interest adverse to it. There are no agreements with respect to the election of directors. Other than described below, we have not compensated our directors for service on our Board of Directors or reimbursed for expenses incurred for attendance at meetings of our Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires officers and directors of the Company and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in their ownership with the Securities and Exchange Commission, and forward copies of such filings to the Company. During the fiscal year ended May 31, 2013, our officers, directors and persons who own more than ten percent of a registered class of our equity securities complied with all applicable Section 16(a) filing requirements.

Code of Ethics

The Company currently has not adopted a Code of Ethics applicable to its principal executive officer and principal accounting and financial officer because of its small size and limited resources and because management's attention has been focused on matters pertaining to raising capital and the operation of the business.

Potential Conflicts of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking industries, or a finding of securities or commodities law violations.

Changes to Procedures for Recommendations of Director Nominees

During the fiscal year ended May 31, 2013, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Item 11. Executive Compensation

Summary Compensation Table

The table below sets forth information concerning compensation paid, earned or accrued by our chief executive officers (each a “Named Executive Officer”) for the last two fiscal years. No executive officer earned compensation in excess of $100,000 during fiscal 2013 or 2012.

SUMMARY COMPENSATION TABLE

											Non-Equity	Nonqualified			All
Name and							Stock		Option		Incentive Plan	Deferred			Other
Principal		Salary			Bonus		Awards		Awards		Compensation	Compensation			Compensation		Total
Position	Year	($)			($)		($)		($)		($)	Earnings ($)			($)		($)
Pol Brisset (1)	2013		14,829	(2)		0		0		0			0	0		0		14,829
President, Chief Executive Officer, Chief Financial Officer, Treasurer and a director	2012		22,807	(3)		9,961	(4)	0		0			0	0		0		32,768

(1)Effective September 1, 2011 the Company entered into a service agreement (the “Pol Service Agreement”) with Pol Brisset, its principal executive officer, under which Mr. Brisset is paid USD $2,411 (CDN $2,500) monthly.

(2) Represents monthly payments under the Pol Service Agreement from May 2012 through November 2012. In order to preserve working capital for the Company, Mr. Brisset has agreed to forgo his pay effective December 1, 2012.

(3) Represents monthly payments under the Pol Service Agreement from September 2011 through May 2012.

(4) Represents a signing bonus of USD $9,961 (CDN $10,000) paid to Mr. Brisset pursuant to the Pol Service Agreement.

Since inception, we have not paid compensation exceeding $100,000 per year to any of our executive officers.

Outstanding Equity Awards

There have been no equity awards of any kind granted to any of the Company’s officers or directors as of May 31, 2013.

Compensation of Directors

Name (a)	Year	Fees Earned or Paid in Cash ($) (b)	Stock Awards ($) (c)	Option Awards ($) (d)	Non-Equity Incentive Plan Compensation ($) (e)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)	All Other Compensation ($) (g)	Total ($) (h)
Michal Gnitecki (1)	2013	4,468(2)	0	0	0	0	0	4,468
	2012	999(3)	0	0	0	0	0	999

(1)Pursuant to a service agreement dated April 2, 2012 with the Company (the “Gnitecki Service Agreement”), Mr. Gnitecki was appointed as Secretary and a director of the Company and paid USD $482 (CDN $500) per month to serve as secretary and a director.

(2) Represents monthly payments under the Pol Service Agreement from April 2012 through February 2013. In order to preserve working capital for the Company Mr. Gnitecki has agreed to forgo his pay effective March 1, 2013.

(3) Represents payments under the Gnitecki Service Agreement for April and May 2012.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of September 3, 2013, the number of shares of common stock of the Company beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of the Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal stockholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 620,500 shares of Common Stock which are issued and outstanding as of September 3, 2013. Unless indicated otherwise, all addresses below are c/o Buckeye Oil & Gas Inc., 8275 S. eastern Avenue, Suite 200, Las Vegas, Nevada, 89123.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
Ravi Dhaddey	329,000	53.0%
Pol Brisset	61,000	9.8%
Michal Gnitecki	0	0
Directors and Officers as a Group (2 individuals)	390,000	62.8%

Item 13. Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

On June 23, 2011 the Company entered into a Stock Purchase Agreement to acquire all of the issued and outstanding shares of Buckeye Canada for $400,000, which was paid by the issuance to Pol Brisset, the Company's President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer and a director, of 10,000 shares of common stock of the Company. As a result of the acquisition, Buckeye Canada became a wholly-owned subsidiary of the Company.

The Company engaged a privately-owned web design firm to develop the Company’s web site. Mr. Brisset is the controlling shareholder of the web design firm. The Company has paid this firm an aggregate of $10,923 for services related to the design and development of the Company’s web site.

Director Independence

We are not subject to the listing requirements of any national securities exchange or national securities association and, as a result, we are not at this time required to have our board comprised of a majority of “independent directors.” We do not believe that any of our directors currently meet the definition of “independent” as promulgated by the rules and regulations of the NYSE Alternext US (formerly known as the American Stock Exchange).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees billed to the Company by its independent registered public accounting firm, ZS Consulting Group, LLP, for the fiscal years ending May 31, 2013 and 2012 are set forth below:

	Fiscal year ending May 31, 2013		Fiscal year ending May 31, 2012
Audit Fees	$	7,500	$	4,500
Audit Related Fees	0		0
Tax Fees		0	0
All Other Fees		0		0

As of May 31, 2013, the Company did not have a formal, documented pre-approval policy for the fees of the principal accountant. It is in the process of adopting such a policy.

Item 15. Exhibits

EXHIBIT NUMBER		DESCRIPTION
3.1		Certificate of Incorporation of Registrant. (1)
3.1.1		Articles of Amendment(5)
3.2		By-Laws of Registrant. (2)
4.1		Form of stock certificate. (3)
10.1		Stock Purchase Agreement dated June 23, 2011 among Buckeye Oil & Gas, Inc., Pol Brisset and Buckeye Oil & Gas Canada, Inc.(4)
10.2		Farmout and Participation Agreement dated May 12, 2011 between Luxor Oil & Gas Ltd. and Buckeye Oil & Gas (Canada), Inc.(4)
10.3		Service Agreement dated July 1, 2011 by and between Manny Dhinsa and Buckeye Oil & Gas, Inc.(5)
10.4		Form of Regulation S Subscription Agreement (6)
10.5		Service Agreement dated September 1, 2011 by and between Pol Brisset and Buckeye Oil & Gas, Inc.(7)
10.6		Service Agreement dated September 1, 2011 by and between Manny Dhinsa and Buckeye Oil & Gas, Inc.(7)
10.7		Participation Agreement dated May 16, 2011 by and between Buckeye Oil & Gas, (Canada), Inc. and Pioneer Marketing Group Ltd.(8)
10.8		Service Agreement dated April 2, 2012 by and between Michal Gnitecki and Buckeye Oil & Gas, Inc. (9)
10.9		Form of Regulation S Subscription Agreement (10)
31		Rule 13a-14(a)/15d14(a) Certifications
32		Section 1350 Certifications
101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

(1) Previously filed as Exhibit 3.1 to Registration Statement, filed with the Securities and Exchange Commission on July 1, 2010, file no. 333-167917

(2) Previously filed as Exhibit 3.2 to Registration Statement, filed with the Securities and Exchange Commission on July 1, 2010, file no. 333-167917

(3) Previously filed as Exhibit 4.1 to Registration Statement, filed with the Securities and Exchange Commission on July 1, 2010, file no. 333-167917

(4) Previously filed with the Company’s Form 8-K submitted to the SEC on June 28, 2011.

(5) Previously filed with the Company’s Form 10-K submitted to the SEC on August 25, 2011.

(6) Previously filed with the Company’s Form 8-K submitted to the SEC on August 30, 2011.

(7) Previously filed with the Company’s Form 8-K submitted to the SEC on September 8, 2011.

(8) Previously filed with the Company’s Form S-1/A submitted to the SEC on November 1, 2011.

(9) Previously filed with the Company’s Form 8-K submitted to the SEC on April 3, 2012.

(10) Previously filed with the Company’s Form 8-K submitted to the SEC on February 28, 2013.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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 OIL & GAS, INC.

Dated: September 3, 2013	By: /s/ Pol Brisset
	Name: Pol Brisset
	Title: President, Chief Executive and Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE

/s/Pol Brisset Pol Brisset	President, Chief Executive and Chief Financial Officer, Principal Accounting Officer, Treasurer, and Director (Principal Executive, Financial, and Accounting Officer)	September 3, 2013



/s/ Michal Gnitecki Michal Gnitecki	Director and Secretary	September 3, 2013