VNUE, Inc. - Quarter Report: 2008 November (Form 10-Q)

buck10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ To _________________

Commission file number 333-149612

BUCKINGHAM EXPLORATION INC.

(Exact name of registrant as specified in its charter)

Nevada		98-054-3851
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1978 Vine Street, Suite 502

Vancouver, British Columbia V6K 4S1 Canada

(Address of principal executive offices)

(604) 737-0203

Registrant’s telephone number, including area code)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

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

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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of January 19, 2008 the registrant’s outstanding common stock consisted of 43,912,250 shares.

Table of Contents

PART I – FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
Consolidated Balance Sheets		F-1
Consolidated Statements of Operations		F-2
Consolidated Statements of Cash Flows		F-3
Consolidated Notes to the Financial Statements		F-4
ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION/ PLAN OF OPERATIONS	4
ITEM 4.	CONTROL AND PROCEDURES	8
PART II – OTHER INFORMATION		9
ITEM 1.	LEGAL PROCEEDINGS	9
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	9
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	9
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE SECURITY HOLDERS	9
ITEM 5.	OTHER INFORMATION	9
ITEM 6.	EXHIBITS	10

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited interim consolidated financial statements of Buckingham Exploration Inc. (the “Company”, “Buckingham”, “we”, “our”, “us”) follow. All currency references in this report are in US dollars unless otherwise noted.

Buckingham Exploration Inc.

(An Exploration Stage Company)

November 30, 2008

(Expressed in US dollars)

(unaudited)

	Index
Consolidated Balance Sheets	F-1
Consolidated Statements of Operations	F-2
Consolidated Statements of Cash Flows	F-3
Consolidated Notes to the Financial Statements	F-4

Buckingham Exploration Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

Period Ended November 30, 2008

(Expressed in US dollars)

(unaudited)


	November 30, 2008			May 31, 2008
	$			$
	(unaudited)
ASSETS

Current Assets
Cash		-			10,969
Other receivables		6,738			11,029
Prepaid expenses and deposits (Note 3)		16,885			143,003
Total Current Assets		23,623			165,001

Property and Equipment (Note 5)		40,897			46,605

Total Assets		64,520			211,606

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities
Bank indebtedness		190			-
Accounts payable		57,157			66,047
Accrued liabilities		15,191			9,466
Loans payable (Note 6)		-			150,000
Total Current Liabilities		72,538			225,513

Secured convertible debentures (Note 8)		394,506			-

Total Liabilities		467,044			225,513

Commitments and Contingencies (Note 12)

Stockholders’ Deficit

Preferred Stock, 20,000,000 shares authorized, $0.0001 par value, NIL issued and outstanding		-			-
Common Stock, 80,000,000 shares authorized, $0.0001 par value 43,512,250 and 43,762,250 shares issued and outstanding, respectively		4,351			4,376
Additional Paid-in Capital		6,464,780			6,421,538
Deficit Accumulated During the Exploration Stage		(6,871,655	)		(6,439,821	)
Total Stockholders’ Deficit		(402,524	)		(13,907	)
Total Liabilities and Stockholders’ Deficit		64,520			211,606

The accompanying notes are an integral part of these financial statements

F-1

Buckingham Exploration Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

Period Ended November 30, 2008

(Expressed in US dollars)

(unaudited)

	For Three Months Ended November 30, 2008 $			For Three Months Ended November 30, 2007 $			For Six Months Ended November 30, 2008 $			For Six Months Ended November 30, 2007 $			Accumulated from April 4, 2006 (Date of Inception) to November 30, 2008 $

Revenue		-			-			-			-			-

Expenses

Amortization		2,761			5,153			5,707			7,964			20,155
General and administrative		139,695			211,567			278,134			557,913			1,551,393
Impairment of mineral property costs (Note 3)		-			-			-			1,475,000			4,530,125
Mineral property costs		4,995			274,692			63,870			333,652			385,920
Professional fees		29,674			44,238			63,668			114,974			352,301

Total Expenses		177,125			535,650			411,379			2,489,503			6,839,894

Other (Income) Expenses

Interest income		(49	)		(513	)		(74	)		(1,197	)		(2,276	)
Interest expense		9,364			2,680			14,467			3,391			21,795
Accretion of convertible debenture discount		6,062			-			6,062						6,062
Loss on disposal of property and equipment		-			-			-			-			6,180

Net Loss for the period		(192,502	)		(537,817	)		(431,834	)		(2,491,697	)		(6,871,655	)

Net Loss Per Share – Basic and Diluted		(0.00	)		(0.01	)		(0.01	)		(0.07	)		-

Weighted Average Shares Outstanding		43,512,250			39,937,195			43,762,250			37,236,108			-

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

F-2

Buckingham Exploration Inc.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

Period Ended November 30, 2008

(Expressed in US dollars)

(unaudited)

	For Six Months Ended November 30, 2008 $			For Six Months Ended November 30, 2007 $			Accumulated from April 4, 2006 (Date of Inception) to November 30, 2008 $
Operating Activities
Net loss for the period		(431,834	)		(2,491,697	)		(6,871,655	)

Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount		6,062						6,062
Amortization		5,707			7,964			20,155
Common shares issued (cancelled) for services		(68,339	)		-			(36,339	)
Impairment of mineral property costs		-			1,475,000			4,530,125
Loss on disposal of property and equipment		-			-			6,180
Foreign exchange loss		7,597						7,597
Stock-based compensation		91,484			157,182			579,394

Changes in operating assets and liabilities
Bank indebtedness		190			-			190
Accounts payable and accrued liabilities		(3,165	)		22,513			72,348
Other receivables		4,291			6,626			(6,738	)
Due to related parties		-						(12,083	)
Prepaid expenses		34,634			(238,204	)		33,210
Net Cash Used in Operating Activities		(353,373	)		(1,060,616	)		(1,671,554	)

Investing Activities
Acquisition of mineral properties		-			(1,475,000	)		(2,230,125	)
Acquisition of property and equipment		-			(85,263	)		(84,733	)
Proceeds of disposal of property and equipment		-			-			17,500
Net Cash Used in Investing Activities		-			(1,560,263	)		(2,297,358	)

Financing Activities
Advances from (to) a related party		142,404			(19,450	)		154,487
Proceeds from note payable		-			-			23,362
Repayment of note payable		-			(23,362	)		(23,362	)
Proceeds from loans payable		225,000			-			375,000
Repayment of loans payable		(25,000	)		-			(25,000	)
Proceeds from the issuance of common stock		-			2,525,000			3,661,575
Proceeds from common stock subscription		-						10,350
Share issuance costs		-			(207,500	)		(207,500	)
Net Cash Provided by Financing Activities		342,404			2,274,688			3,968,912

(Decrease) Increase In Cash		(10,969	)		(346,191	)		-
Cash - Beginning of Period		10,969			456,274			–
Cash - End of Period		-			110,083			-

Non-Cash Investing and Financing Activities:
Convertible debt issued to settle loans payable		350,000			-			350,000
Convertible debt issued to settle related party advances		150,000			-			150,000
Common stock issued for mineral property acquisitions		-			-			2,300,000
Common stock issued for finders fee		-			-			100,000
Common shares issued for services		-			-			157,000
Supplemental Disclosures
Interest paid		14,467			5,300			21,795
Income tax paid		-			-			-

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

F-3

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

1.	Nature of Operations and Continuance of Business

Buckingham Exploration Inc. (the “Company”) was incorporated in the State of Nevada on April 4, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting for Development Stage Enterprises”. The Company’s principal business is the acquisition and exploration of mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2008, the Company has an accumulated deficit of $6,871,655. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company’s plans for the next twelve months are to focus on the exploration of its mineral properties in British Columbia and Colorado and estimates that cash requirements of approximately $4,425,000 will be required for exploration and administration costs and to fund working capital. There can be no assurance that the Company will be able to raise sufficient funds to pay the expected expenses for the next twelve months.

The Company currently trades on the OTCBB under the symbol ‘BUKX.OB’.

2.	Summary of Significant Accounting Policies

a)	Basis of Presentation and Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The consolidated financial statements include the financial statements of the Company and its’ wholly-owned subsidiaries, Hyde Park Uranium, Inc and Alpha Beta Uranium, Inc. All intercompany balances and transactions have been eliminated. The Company’s fiscal year-end is May 31.

b)	Interim Consolidated Financial Statements

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended May 31, 2008, included in the Company’s Annual Report on Form 10-K filed on September 15, 2008 with the SEC.

The consolidated financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at November 30, 2008 and May 31, 2008, and the consolidated results of its operations and consolidated cash flows for the six months ended November 30, 2008 and 2007. The results of operations for the six months ended November 30, 2008 are not necessarily indicative of the results to be expected for future quarters or the full year.

F-4

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

(b)	Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to long lived assets, donated expenses, stock-based compensation expense, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

(c)	Property and Equipment

Property and equipment comprised of office furniture and motor vehicles are recorded at cost and amortized using the declining balance method at 25% per annum.

(d)	Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

(e)	Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2008 and 2007 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

(f)	Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

(g)	Mineral Property Costs

The Company has been in the exploration stage since its inception on April 4, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

F-5

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

(h)	Asset Retirement Obligations

The Company records the fair value of an asset retirement obligation as a liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets that result from the acquisition, construction, development and/or normal use of assets in accordance with Statements of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations". The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. To date, the Company has not incurred any asset retirement obligations.

(i)	Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

(j)	Financial Instruments

The fair value of financial instruments, which include cash, other receivables, advances to related parties, accounts payable, accrued liabilities and amounts due to related parties, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. Foreign currency transactions are primarily undertaken in Canadian dollars. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

(k)	Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-6

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

(l)	Stock-Based Compensation

The Company records stock-based compensation in accordance with SFAS 123(R), “Share-Based Payments,” which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options. In March 2005, the Securities and Exchange Commission issued SAB 107 relating to SFAS 123(R). The Company applied the provisions of SAB 107 in its adoption of SFAS 123(R).

SFAS 123(R) requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company uses the Black-Scholes option-pricing model as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

(m)	Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “Foreign Currency Translation”, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

(n)	Recent Accounting Pronouncements

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

F-7

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

2.	Summary of Significant Accounting Policies (continued)

(o)	Recent Accounting Pronouncements (continued)

In March 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows. Entities are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R, “Business Combinations”. This statement replaces SFAS 141 and defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination and establishes the acquisition date as the date that the acquirer achieves control. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. SFAS 141R also requires the acquirer to recognize contingent consideration at the acquisition date, measured at its fair value at that date. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements Liabilities –an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's future financial statements.

In June 2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No. 03-6-1, determining whether instruments granted in share-based payment transactions are participating securities (“FSP EITF No. 03-6-1”). Under FSP EITF No. 03-6-1, unvested share-based payment awards that contain rights to receive nonforfeitable dividends (whether paid or unpaid) are participating securities, and should be included in the two-class method of computing EPS. FSP EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years, and is not expected to have a significant impact on the Company’s financial statements.

(p)	Reclassification

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

3.	Prepaid expenses

During the year ended May 31, 2008, the Company entered into a consulting agreement on April 18, 2008 for a one year period. Pursuant to this agreement, the Company issued 50,000 common shares at $0.89 per common share with a fair value of $44,500 (Note 10(b)). As at November 30, 2008, $14,836 is included in prepaid expenses.

b)	During the period ended November 30, 2008, the Company has prepaid rent of $1,073.

F-8

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

4.	Mineral Property

On August 8, 2006, the Company acquired a 100% interest in two mineral claims located in the Northwest Territories for consideration of $245,125 payable as to $45,125 (CDN$50,000) cash, and 2,000,000 common shares, with a fair value of $200,000. The mineral claims are subject to a 2% net smelter return. The Company has the option to acquire up to an additional 1% of the net smelter royalty for proceeds of $902,500 throughout the life of the agreement. As it has not been determined whether there are proven or probable reserves on the property, the Company has recognized an impairment loss of $245,125 of mineral property acquisition costs for the year ended May 31, 2007. Subsequently it was determined that it was in best interests of the company to abandon the two claims and not pursue delivery of legal title.

On May 9, 2007, the Company entered into a purchase agreement with Pikes Peak Resources, Inc. (Pikes), a British Columbia corporation, for the acquisition of 29 unpatented mining claims located in Teller County, Colorado. The purchase consideration for the claims is $1,000,000, payable as to $500,000 cash and the issuance of 5,000,000 common shares of the Company with a fair value of $500,000. Pikes will also receive net returns royalty of 2% of the proceeds of minerals mined and sold from the claims. The Company will also reimburse $3,700 to Pikes for the costs of locating the claims. The Company has an option to purchase the royalty for $1,000,000 as adjusted for inflation. The Company has also agreed to buy back shares of common stock from Pikes at prevailing market price up to $150,000 for any taxes payable by Pikes as a result of the transaction. Pikes shall also have the option to repurchase the claims upon abandonment by the Company. As it has not been determined whether there are proven or probable reserves on the property, the Company has recognized an impairment loss of $Nil (2007: $1,100,000) of mineral property acquisition costs for the year ended May 31, 2008.

On July 27, 2007, the Company entered into an exploration agreement with an option to purchase a property known as High Park Trails Ranch in Teller County, Colorado. The property adjoins the Company’s High Park Uranium Project. Pursuant to the terms of the Option Agreement, the Company must make an option payment of $100,000 to acquire the surface and mineral estates over 265 acres (paid on July 27, 2007), with a further payment of $2,900,000 at the end of a twelve month period to exercise the non-exclusive option to purchase the property. During the option period, the Company has full access to the property to conduct an exploration and drill program to ascertain whether it wishes to exercise its option. The Company must also pay the Seller a production royalty of approximately 5% of the net returns generated by the Company from the exploration of the property. As it has not been determined whether there are proven or probable reserves on the property, the Company has recognized an impairment loss of $100,000 of mineral property acquisition costs for the year ended May 31, 2008. Subsequent to the year end, the company has decided not to pursue any further exploration of the property.

On August 27, 2007, the Company entered into an exclusive option agreement with Proteus Mining Limited (“Proteus”) for the acquisition of 939 unpatented lode mining claims located in Colorado. Proteus will also receive net returns royalty of 2% of the proceeds of minerals mined and sold from the claims. As at November 30, 2007, the Company has made payments of $1,375,000 relating to the acquisition of the mining claims. On January 21, 2008, the agreement was amended to acquire 419 unpatented lode mining claims and in exchange for an additional $210,000 and the issuance of 3,000,000 common shares of the Company. The Company issued 3,000,000 common shares with a fair value of $1,500,000 (Refer to Note 8(f)). As it has not been determined whether there are proven or probable reserves on the property, the Company has recognized an impairment loss of $3,085,000 of mineral property acquisition costs for the year ended May 31, 2008.

5.	Property and Equipment

	Cost $		Accumulated Amortization $		Net Book Value November 30, 2008 $		Net Book Value May 31, 2008 $
Office furniture and equipment		29,142		8,617		20,525		23,426
Motor Vehicles		28,528		8,156		20,372		23,179

		57,670		16,773		40,897		46,605

F-9

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

6.	Loans Payable

The Company received operating loans in the amount of $375,000 pursuant to loan agreements. The loans bear interest of 1% per month and are payable on demand. On September 4, 2008 $25,000 was repaid and on September 24, 2008 the balance of $350,000 was converted into secured convertible debentures. (Note 8)

7.	Related Party Transactions

(a)	During the six months ended November 30, 2008, the Company incurred $131,240 (May 31, 2008 - $140,307) for management services provided by the President of the Company.

(b)	The Company advanced the President of the Company an amount of $3,772 (May 31, 2008 –$5,772), representing a deposit on travel expenses paid.

(c)	During the six months ended November 30, 2008 the Company received an advance in the amount of $142,404 from a related party. The loan is non-interest bearing and is due on demand. On September 24, 2008 the advance was converted into secured convertible debentures. (Note 8)

8.	Secured Convertible Debentures

On September 24, 2008, the Company entered into three secured convertible debenture purchase agreements with three investors providing for the sale of convertible debentures (the Debentures) in the aggregate principal amount of $500,000, and 5,000,000 warrants (the “Warrants”) to purchase 5,000,000 shares of the Company’s common stock, exercisable at a price of $0.10 per share until September 24, 2010. The Debentures and the Warrants are exempt from registration pursuant to Regulation S of the Securities Act.

The outstanding principal and accrued interest is payable by the Company in 24 equal monthly installments commencing September 24, 2009. Interest on the Debentures accrues monthly at a rate of 10% per annum. The investors may convert, at any time, any amount outstanding under the Debentures into shares of common stock of the Company at a conversion price of $0.05 per share.

In accordance with EITF 00-27 “Application of Issue No. 98-5 to Certain Convertible Instruments”, the Company has allocated the proceeds of issuance between the convertible debt and the Warrants based on their relative fair values. Accordingly, the Company recognized the fair value of the Warrants of $111,556 as additional paid-in capital and an equivalent discount against the Debentures. The Company will record further interest expense over the term of the Debentures of $111,556 resulting from the difference between the stated value and carrying value at the date of issuance. The carrying value of the Debentures will be accreted to the face value of $500,000 to maturity. To November 30, 2008, accrued interest of $9,167 has been included in accrued liabilities, and accumulated accretion expense of $6,062 increased the carrying value of the Debentures to $394,506.

The Debentures are secured by a security interests in all current and future assets of the Company and its subsidiaries. As collateral security the company has granted the investors a security interest in the right, title and interest of all the present and future assets of the company.

9.	Share Capital

During the year ended May 31, 2008, the Company entered into an investor relations agreement on May 7, 2008 for a one year period. Pursuant to this agreement, the Company issued 250,000 common shares at $0.45 per common share with a fair value of $112,500. On October 9, 2008 the company issued a written notice of rescission of the agreement and cancellation of the 250,000 restricted common shares due to the failure of the public relations consultant to provide services in accordance to the agreement.

F-10

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

10.	Stock Options

In November 2007, the Company adopted a stock option plan (the "Plan") to grant options to executives, employees and consultants. Under the Plan, the Company may grant options to acquire up to 2,000,000 common shares of the Company. Options granted can have a term up to five years and an exercise price as determined by the Stock Option Committee or which represents the fair market value at the date of grant. Options vest as specified by the Stock Option Committee. If not specified, the options shall vest as follows:

·	Directors and senior officials to Vice-president - 50% upon the grant date, and 50% after one calendar year

·	Employees -10% at the end of any probation period or three months from date of engagement and 5% at the end of each calendar month thereafter

·	Other option holders – 10% at the end of the first thirty days of engagement, 20% upon completion of 50% of first term or upon 50% of project completion term and the remainder 30 days thereafter

The following is a summary of the stock option activity during the six month period ended November 30, 2008

	Number of Options		Weighted Average Exercise Price $		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value $

Outstanding, May 31, 2008		3,025,000		0.27		2.26		0
				-
Granted		-		-
Exercised		-		-
Expired		-		-

Outstanding, November 30, 2008		3,025,000		0.27		2.01		–

Exercisable, November 30, 2008		3,025,000		0.27		2.01		–

The following is a summary of the status of stock options outstanding and exercisable at November 30, 2008. As at November 30, 2008 there are no unvested options.

Number Of Options	Weighted Average Exercise Price	Remaining Contractual Life (years)
2,000,000	$ 0.10	2
1,000,000	$ 0.60	1.25
25,000	$1.00	1

F-11

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

(unaudited)

11.

Warrants

The following is a summary of the warrant activity during the six month period ended November 30, 2008:

	Number of Warrants		Weighted Average Exercise Price
Balance, May 31, 2008		9,380,000		$	0.70
Granted		5,000,000			0.10
Exercised		-			-
Expired		-			-

Balance, November 30, 2008		14,380,000		$	0.49

The following is a summary of the warrants outstanding at November 30, 2008:

Number of Warrants	Weighted Average Exercise Price	Expiry Date
4,300,000	$ 0.35	May 15, 2009
3,500,000	$ 1.00	August 10, 2009
650,000	$ 1.00	September 15, 2009
500,000	$ 1.00	September 30, 2009
200,000	$ 1.00	October 22, 2009
200,000	$ 1.00	November 2, 2009
30,000	$ 1.00	April 21, 2010
5,000,000	$ 0.10	September 24, 2010
14,380,000

12.	Commitments

(a)

On May 7, 2007, the Company entered into a Management Agreement (the “Agreement”) with the President of the Company for management services. Per the Agreement, the Company is required to pay $10,000 per month, commencing May 7, 2007, and will remain in effect on month-to-month basis until terminated by either party giving 14 days notice. The agreement was amended on April 30, 2008 to increase the monthly fee to $20,000 effective March 15, 2008.

(b)	On April 18, 2008 the Company entered into a consulting agreement with an individual for consulting services commencing May 1, 2008 and terminating April 30, 2009. Per the Agreement, the Company is required to issue 50,000 restricted common shares.

(c)

On May 5, 2008 the Company entered into an agreement with a public relations consultant for a 12 month period commencing on May 5, 2008. The services to be provided pursuant to the agreement include, but are not limited to, the preparation and dissemination of press releases and other communications materials to increase investor awareness of the Company in Europe and North America. In consideration of the services to be provided, the Company is obligated to pay $15,000 (paid) and 250,000 restricted common shares of the Company (issued) and an additional $85,000 by July 5, 2008, which has not been paid due to dispute over non performance of the contractual obligations of the consultant. In October 2008 the company issued a written notice of rescission of the agreement and cancellation of the 250,000 restricted common shares due to the failure of the public relations consultant to provide services in accordance to the agreement.

13.	Subsequent Events

On December 9th, the Company issued 400,000 common shares for services provided by an unrelated party.

F-12

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

Business Overview

Buckingham Exploration Inc. (“Buckingham”, “we” or “our”) was incorporated as a Nevada company on April 4, 2006. We have been engaged in the acquisition, exploration and development of mineral properties since our inception. We have two wholly owned subsidiaries, Hyde Park Uranium Inc. Alpha Beta Uranium Inc., Colorado corporations through which we have acquired mineral claims in the state of Colorado. Our common stock became eligible for trading on the OTC Bulletin Board on May 8, 2007 under the ticker symbol “BUKX.OB”.

Uncertainties

Our most advanced projects are at the exploration stage and there is no assurance that any of our mining claims contain a commercially viable ore body. We plan to undertake further exploration of our properties. We anticipate that we will require additional financing in order to pursue full exploration of these claims. We do not have sufficient financing to undertake full exploration of our mineral claims at present and there is no assurance that we will be able to obtain the necessary financing.

There is no assurance that a commercially viable mineral deposit exists on any of our mineral properties. Further exploration beyond the scope of our planned exploration activities will be required before a final evaluation as to the economic feasibility of mining of any of our properties is determined. There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on any of our mineral properties.

Results of Operations

Our results of operations are presented below:

	Three Months Ended November 30, 2008			Six Months Ended November 30, 2008			Period from April 4, 2006 (inception) to August 31, 2008
Costs and Expenses:
General and Administrative	$	139,695		$	278,134		$	1,551,393
Amortization	$	2,761		$	5,707		$	20,155
Impairment of Mineral Property Costs		-						4,530,125
Mineral Property Costs	$	4,995		$	63,870			385,920
Professional Fees	$	29,674		$	63,668		$	352,301
Total Operating Expenses	$	177,125		$	411,379		$	6,839,844
Interest Income	$	(49	)	$	(74	)	$	(2,276	)
Interest Expense	$	9,364		$	14,467		$	21,795
Accretion of convertible debenture discount	$	6,062		$	6,062		$	6,062
Loss on Disposal of Property and Equipment		-						6,180
Net Loss	$	(192,502	)	$	(431,834	)	$	(6,871,655	)
Net Loss per common share (basic and diluted)	$	(0.00	)	$	(0.01	)		-
Weighted average common shares for computation		43,512,250			43,762,250			-

Since our inception on April 4, 2006 to November 30, 2008, we have not generated any revenue and we have incurred an accumulated deficit of $6,871,655. We may not generate significant revenues even if our exploration program indicates that mineral deposits may exist on our mineral claims. We anticipate that we will incur substantial losses over the next two years.

For the three months ended November 30, 2008 we incurred a net loss of $192,502 compared to our net loss of $537,817 for the same period in 2007. Our net loss per share was $0.00 for the three months ended November 30, 2008 and $0.01 for the same period in 2007. For the six months ended November 30, 2008 we incurred a net loss of $431,834 compared to our net loss of $2,491,697 for the same period in 2007. Our net loss per share during the six months periods ended November 30, 2008 and 2007 was $0.01 and $0.07, respectively. From April 4, 2006 (date of Inception) to November 30, 2008 we incurred a net loss of $6,871,655.

Our total expenses for the three months ended November 30, 2008 were $177,125, compared to $535,650 for the same period in 2007. Our total expenses for the three months ended November 30, 2008 consisted of $2,761 in amortization cost, $139,695 in general and administrative expenses, $4,995 in mineral property costs, and $29,674 in professional fees. By comparison, our total expenses for the three months ended November 30, 2007 consisted of $5,153 in amortization, $211,567 in general and administrative expenses, $274,692 in mineral property costs and $44,238 in professional fees. Total operating expenses were substantially higher for the three months ended November 30, 2007 compared to the same period in 2008 due to increased mineral property costs of $274,692 incurred in 2007.

For the six months ended November 30, 2008 our total expenses were $411,379 compared to $2,489,503 for the same period in 2007. Our total expenses for the six months ended November 30, 2008 consisted of $5,707 in amortization cost, $278,134 in general and administrative expenses, $63,870 in mineral property costs, and $63,668 in professional fees. By comparison, our total expenses for the six months ended November 30, 2007 consisted of $7,964 in amortization, $557,913 in general and administrative expenses, $1,475,000 in impairment of mineral property costs, $333,652 in mineral property costs and $114,974 in professional fees. Total operating costs were substantially higher for the six months ended November 2007 compared to the same period in 2008 due to impairment of mineral property costs of $1,475,000 incurred in 2007. Our general and administrative expenses and professional fees were significantly higher for the six months ended November 30, 2007 due to increased operating activity which included the acquisition of a number of options on mining claims. Our increased operating activity resulted in higher audit and legal fees. The costs for impairment of our mineral property were also higher for the six months ended November 30, 2007 as we acquired options in a number of mineral properties with unproven mineral reserves.

From April 4, 2006 (Date of Inception) to November 30, 2008 we accumulated total operating expenses of $6,839,894 including $20,155 in amortization cost, $1,551,393 in general and administrative expenses, $4,530,125 in impairment of mineral property costs, $385,920 in mineral property costs, and $352,301 in professional fees.

Our general and administrative expenses include advertising and promotion expenses, consulting fees, management fees, interest and bank charges, office expenses, motor vehicle expenses, rent, utility fees, travel and entertainment expenses, and transfer agent and filing fees.

Liquidity and Capital Resources

As of November 30, 2008, we have a cash of $0, other receivables of $6,738 and prepaid expenses of $16,885 for total current assets of $23,623. Our working capital deficit is $48,915. Our accumulated deficit from April 4, 2006 (date of inception) to November 30, 2008 was $6,871,655 and was funded through equity financing. During the six months ended November, 2008, we received an advance of $150,000 from Regal Uranium Inc., a related party, and loans totaling $225,000, including an advance of $60,000 pursuant to a convertible debenture and warrant issuance that closed on September 24, 2008. Since our inception on April 4, 2006 to November 30, 2008 we have raised net proceeds of $3,968,912 from the sale of our common stock.

During the six months ended November 30, 2008, we used net cash of $353,373 in operating activities and received net cash of $342,404 from financing activities. This compares to $1,060,616 of net cash used in operating activities and $2,274,688 net cash received from financing activities for the same period in 2007. We did not carry out any investing activities during the six months ended November 30, 2008, compared to the same period in 2007, where we used net cash of $1,560,263 in investing activities. From April 4, 2006 (Date of Inception) to November 30, 2008 we used net cash of $1,671,554 in operating activities, and received net cash of $3,968,912 from financing activities. During that period, we used net cash of $2,297,358 in investing activities.

As of November 30, 2008 our cash of $0 is insufficient to cover our current monthly burn rate.

We estimate our planned expenses for the next year (from November 2008) to be approximately $925,000, as summarized in the table below.

Description of Expense	Amount
Exploration of the High Park Uranium Property	$100,000
Proteus Claims Maintenance fees	$165,000
Exploration of the Proteus Claims and Staking and Evaluation of Additional Adjacent Claims	$100,000
Professional Fees	$60,000
General and Administrative Expenses	$500,000
Total	$925,000

Our general and administrative expenses for the year will consist of advertising and promotion expenses, consulting fees, management fees, interest and bank charges, office expenses, motor vehicle expenses, rent, utility fees, travel and entertainment expenses, and transfer agent and filing fees. All of these fees will relate to our day to day business operations and business development activities.

Our professional fees will include accounting, audit and legal fees relating primarily to our regulatory filings throughout the year.

As at November 30, 2008, we had no cash in the bank. Based on our planned expenditures, we require a minimum of $925,000 to proceed with our plan of operations over the next twelve months (beginning November 2008). If we achieve less than the full amount of financing that we require we will scale back our planned exploration activities and our day to day operations in order to reduce our exploration expenses and general and administrative expenses to a level appropriate to the financial resources available to us.

On September 24, 2008, we entered into convertible debenture purchase agreements and granted 5,000,000 warrants to purchase one share each of Buckingham’s common stock at an exercise price of $0.10 per share for a period of 2 years. The total amount invested in Buckingham was $500,000. The principal and accrued interest of the convertible debentures may be converted into common stock at the holder’s option at a price of $0.05 per share any time on or after October 25, 2008 until the full amount owed under each convertible debenture is repaid. Buckingham has reserved a minimum of 10,000,000 common shares pursuant to the holders’ options to have the convertible debentures repaid in shares.

Buckingham has the option, for a period of one year after September 24, 2008, of repaying any amounts borrowed and re-borrowing any amounts repaid under the convertible debentures without penalty or premium. The outstanding principal of the convertible debentures and interest accrued thereon at a rate of 10% per annum is repayable in equal monthly installments over a 24 month period starting one year after September 24, 2008. The convertible debentures carry a security interest in all current and future assets of Buckingham and its subsidiaries.

Future Financings

The auditor's reports on our audited financial statements for the years ended May 31, 2008 and 2007 contain an additional explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustment that might result from the outcome of this uncertainty. We have no revenues, have achieved losses since inception, and rely upon the sale of our securities to fund operations. We will not generate revenues even if our exploration program indicates that a mineral deposit may exist on our mineral claims. Accordingly, we will be dependent on future additional financing in order to maintain our operations and continue our exploration activities.

We will require additional financing in order to proceed with the exploration of our mineral properties. We plan to complete private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operations. Issuances of additional shares will result in dilution to our existing shareholders. We currently do not have any arrangements in place for the completion of any private placement financings and there is no assurance that we will be successful in completing any private placement financings.

If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our prospective acquisitions, exploration activities and administrative expenses in order to stay within the amount of capital resources that are available to us. Specifically, we anticipate that we would defer drilling programs and certain acquisitions pending our obtaining additional financing. Still, even in light of our plan to scale back our operations, if we do not achieve additional financing, our current cash and working capital will be not be sufficient to enable us to sustain our operations and our interests in our mineral properties for the next twelve months.

Product Research and Development

We do not anticipate spending any material amounts in connection with product research and development activities during the next twelve months.

Acquisition of Plant and Equipment and Other Assets

Apart from our interests in the mineral property, we do not anticipate the sale or acquisition of any material properties, plant or equipment during the next twelve months. Any acquisitions are subject to obtaining additional financing.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Audit Committee

The functions of the audit committee are currently carried out by our Board of Directors. Our Board of Directors has determined that we do not have an audit committee financial expert on our Board of Directors carrying out the duties of the audit committee. Our Board of Directors has determined that the cost of hiring a financial expert to act as a director of us and to be a member of the audit committee or otherwise perform audit committee functions outweighs the benefits of having a financial expert on the audit committee.

ITEM 4. CONTROL AND PROCEDURES

Disclosure Controls

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that the information we are required to disclose in the 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's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, and on the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K for the period ended May 31, 2008, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Changes in internal control

We have not been able to implement any of the recommended changes to control over financial reporting listed in our Annual Report on Form 10-K for the year ended May 31, 2008. As such, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates: (i) are a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

On September 24, 2008 we entered into secured convertible debenture purchase agreements with three investors whereby the investors invested $500,000 in us through the purchase of secured convertible debentures and 10,000,000 warrants for the purchase of 10,000,000 shares of our common stock at an exercise price of $0.10 per share for 2 years. The warrants and the debentures were exempt from registration pursuant to Regulation S to the Securities Act.

We may at our option repay any amounts borrowed and re-borrow any amounts repaid under the debentures without penalty or premium. The outstanding principal and accrued interest are payable by us in monthly installments of equal payments over a 24 month period beginning October 24, 2008.

Interest on the debentures accrues monthly at a rate of 10% per annum and, along with the principal, is convertible at the option of the holders at a price of $0.05 per share at any time on or after October 25, 2008 until the full amount owed under each of the debentures is repaid. We have reserved a minimum of 10,000,000 common shares for the purposes of the potential conversion(s). The debentures are secured by a security interests in all our current and future assets and its subsidiaries.

Our reliance upon the exemption under of Regulation S of the Securities Act was based on the fact that the sale of the securities was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the US in connection with the sale of the securities. Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

On May 5, 2008 we entered into a public relations agreement with Qualico Capital Corp. Pursuant to that agreement, on May 7, 2008, we issued to Qualico Capital Corp. 250,000 common shares at $0.45 per common share with a fair value of $112,500. On October 9, 2008 we issued a written notice rescinding the agreement and cancelled the 250,000 restricted common shares that had been issued due to Qualico Capital Corp.’s failure to provide the services in accordance with the agreement.

ITEM 6. EXHIBITS

Exhibit	Exhibit
Number	Description
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Buckingham Exploration Inc.
	(Registrant)

	/s/ Christopher Robin Relph
Date: January 20, 2009	Christopher Robin Relph
	Director, President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer