PINX:BUKX Quarterly Report 10-Q Filing - 2/29/2012

Effective Date 2/29/2012


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 February 29, 2012

[ ] 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 000-53462

BUCKINGHAM EXPLORATION INC.
(Exact name of registrant as specified in its charter)

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

Suite 418-831 Royal Gorge Blvd.
Cañon City, CO 81212, USA
(Address of principal executive offices)

(604) 737-0203
(Registrant’s telephone number, including area code)

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 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 (of for such shorter period that the registrant was required to submit and post such files). 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

As of April 17, 2012, the registrant’s outstanding common stock consisted of 71,701,936 shares.



TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION 3
   
ITEM 1.  FINANCIAL STATEMENTS 3
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
4
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8
ITEM 4. CONTROL AND PROCEDURES 8
 
PART II – OTHER INFORMATION 9
 
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES 10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 10
ITEM 5. OTHER INFORMATION 10
ITEM 6. EXHIBITS 10

2



PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Buckingham Exploration Inc.
(An Exploration Stage Company)
February 29, 2012

Index

Consolidated Balance Sheets (Unaudited) F–1
 
Consolidated Statements of Operations (Unaudited) F–2
 
Consolidated Statements of Cash Flows (Unaudited) F–3
 
Notes to Consolidated (Unaudited) Financial Statements F–4

3



Buckingham Exploration Inc.
(An Exploration Stage Company)
Consolidated Balance Sheets
(Unaudited)

February 29, May 31,
2012 2011
ASSETS            
 
Current Assets
     Cash $      192,571 $      64,753
     Other receivables 1,201 3,429
     Prepaid expense 21,516 1,549
Total Current Assets 215,288 69,731
Property and equipment, net of accumulated depreciation 2,562   1,297
Total Assets $ 217,850 $ 71,028
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
Current Liabilities  
     Accounts payable $ 10,060 $ 26,134
     Accounts payable – related party 104,000
     Accrued liabilities 1,774
Total Liabilities 10,060 131,908
 
Stockholders’ Equity (Deficit)
Preferred Stock, 20,000,000 shares authorized, $0.0001 par value,
     none issued and outstanding  
Common Stock, 300,000,000 shares authorized, $0.0001 par value
     71,701,936 and 56,751,936 shares issued and outstanding, respectively 7,170 5,675
Additional Paid-in Capital 8,334,700   7,533,695
Deficit Accumulated During the Exploration Stage (8,134,080 ) (7,600,250 )
Total Stockholders’ Equity (Deficit) 207,790 (60,880 )
Total Liabilities and Stockholders’ Equity (Deficit) $ 217,850 $ 71,028

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

F-1



Buckingham Exploration Inc.
(An Exploration Stage Company)
Consolidated Statements of Operations
(Unaudited)

Accumulated
from April 4,
For the For the For the For the 2006
Three Months Three Months Nine Months Nine Months (Date of
Ended Ended Ended Ended Inception) to
February 29, February 28, February 29, February 28, February 29,
2012 2011 2012 2011 2012
Expenses                    
     General and administrative $     192,430 $     39,346 $     409,317 $     119,863 $     2,260,169  
     Exploration mineral property
          costs
45,239 6,020 76,301 15,681 97,832
     Professional fees 13,156 33,546 48,212 157,614 665,626
Total Expenses 250,825 78,912 533,830 293,158   3,023,627
Net Loss Before Other Expenses (250,825 ) (78,912 ) (533,830 ) (293,158 ) (3,023,627 )
Other Income (Expenses)
     Interest income     2,276
     Miscellaneous income       1,467
     Interest expense             (59,588 )
     Accretion of convertible
          debenture discount
    (31,396 )
     Gain on disposal of property
          and equipment
7,277
Total Other Income (Expenses) (79,964 )
Net Loss From Continuing
     Operations
(250,825 ) (78,912 ) (533,830 ) (293,158 ) (3,103,591 )
Results from discontinued
     operations
(5,030,489 )
Net Loss $ (250,825 ) $ (78,912 ) $ (533,830 ) $ (293,158 ) $ (8,134,080 )
Net Loss Per Share – Basic and
     Diluted
(0.00 ) (0.00 ) (0.01 ) (0.05 )
Weighted Average Shares
     Outstanding
71,394,000 19,390,000 64,206,000 6,497,000

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

F-2



Buckingham Exploration Inc.
(An Exploration Stage Company)
Consolidated Statements of Cash Flows
(Unaudited) 

Accumulated
For the For the from
Nine Months Nine Months April 4, 2006
Ended Ended (Date of Inception)
February 29, February 28, to February 29,
      2012       2011       2012
Operating Activities
Net loss $       (533,830 ) $       (293,158 ) $           (8,134,080 )
Adjustments to reconcile net loss to net cash used
     in operating activities
          Accretion of convertible debenture discount 31,396
          Amortization 668 507 1,401
          Common shares issued for services 65,000 97,000
          Shares issued for mineral property costs 22,500 2,323,600
          Impairment of mineral property costs 2,230,125
          Stock-based compensation 576,120
          Gain on disposal of property and equipment (7,277 )
          Loss from discontinued operations 37,785
Changes in operating assets and liabilities
          Accounts payable and accrued liabilities (17,848 ) 81,823 345,736
          Other receivables 2,228 (3,724 ) (3,489 )
          Prepaid expenses (19,967 ) (1,544 ) (22,559 )
          Due to related parties (104,000 ) (97,787 ) (202,229 )
Net Cash Used in Operating Activities (585,249 ) (313,883 ) (2,726,471 )
Investing Activities
          Acquisition of mineral properties (2,230,125 )
          Acquisition of property and equipment (1,933 ) (88,696 )
          Proceeds from disposition of subsidiaries 32,970
          Proceeds from disposal of property and equipment 24,777
          Proceeds from disposal of property and equipment
               in discontinued operations
12,496
Net Cash Used in Investing Activities (1,933 ) (2,248,578 )
Financing Activities
          Advances from related parties 196,671
          Repayments to related parties (14,562 ) (59,026 )
          Proceeds from notes payable 61,694
          Repayment of note payable (50,000 ) (73,362 )
          Proceeds from loans payable 12,218 387,218
          Repayment of loans payable (25,000 )
          Proceeds from the issuance of common stock 715,000 500,000 4,876,575
          Proceeds from common stock subscription 10,350
          Share issuance costs (207,500 )
Net Cash Provided by Financing Activities 715,000 447,656 5,167,620
Increase In Cash 127,818 133,773 192,571
Cash - Beginning of Period 64,753 2,194
Cash – End of Period $ 192,571 $ 135,967 $ 192,571
Non-Cash Investing and Financing Activities:
     Convertible debt issued to settle loans payable $ $ $ 350,000
     Convertible debt issued to settle related party advances $ $ $ 150,000
     Common stock issued for mineral property acquisitions $ $ $ 2,201,100
     Common stock issued for finders fee $ $ $ 100,000
     Common stock issued for services $ $ $ 172,000
     Disposal of property and equipment for debt settlement $ $ $ 16,952
     Conversion of debt to stock $ $ 5,400 $ 66,332
     Issuance of stock for settlement of accrued interest $ $ 23,674 $ 477,661
Supplemental Disclosures
     Interest paid $ $ $ 21,897
     Income tax paid $ $ $

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

F-3



Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)

1. Nature of Operations and Continuance Nature of Operations and Continuance of Business
 
      Buckingham Exploration Inc. (collectively with its subsidiaries, “we, “our,” “us” or 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 Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of mineral properties.
 
  On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada.
 
2. Going Concern
 
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 not generated revenues since inception and has not 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. At February 29, 2012, the Company has no revenue and an accumulated deficit. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated 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.
 
At February 29, 2012, the Company had $192,571 cash in the bank. The Company requires a minimum of $500,000 to proceed with its plan of operations over the next twelve months. If the Company achieves less than the full amount of financing that its requires, it will scale back planned exploration activities and day to day operations in order to reduce exploration expenses and general and administrative expenses to a level appropriate to the financial resources available. There can be no assurance that the Company will be able to raise sufficient funds to pay the expected operating expenses for the next twelve months.
 
3. Interim 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 consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended May 31, 2011, included in the Company’s Annual Report on Form 10-K filed on August 29, 2011 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 financial position at February 29, 2012, and the results of its operations and cash flows for the three and nine months ended February 29, 2012 and 2011. The results of operations for the three and nine months ended February 29, 2012, are not necessarily indicative of the results to be expected for future quarters or the full year.
 
The accompanying unaudited consolidated financial statements include the accounts of Buckingham Exploration Inc. and its wholly owned subsidiary 0887717 B.C. Ltd. All significant intercompany balances and transactions have been eliminated in the consolidation.
 
Certain prior year amounts have been reclassified to conform to current year presentation.
 
4. Related Party Transactions and Balances
 
a)       During the nine months ended February 29, 2012, the Company paid its Chairman management fees in the amount of $176,000, of which $104,000 were related to the prior year. As of February 29, 2012, the Company is not indebted to its Chairman.
 
b) On September 1, 2011, the Company entered into a Domain Purchase Agreement with the Chairman of the Company whereby the Company purchased a domain name entitled Buckingham.com in consideration for $10,000, which was accounted for as compensation expense.

F-4



Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statements
(Unaudited)

5. Mineral Property
 
      On September 30, 2011, the Company entered into a Property Purchase Agreement (the “Agreement”) whereby the Company agreed to acquire an undivided 100% interest in two mineral claims located in the Province of British Columbia, Canada. In consideration for the mineral claims, the Company agreed to issue 150,000 shares of common stock with a fair value of $22,500. This was recognized as a cost for the mineral claims and expensed as incurred.
 
6. Common Stock
 
a) On September 30, 2011, the Company issued 150,000 shares of common stock with a fair value of $0.15 per share pursuant to a Property Purchase Agreement (refer to Note 5).
 
b) On October 12, 2011, the Company issued 14,300,000 shares of common stock at $0.05 per share for total proceeds of $715,000 through private placement offerings.
 
c)       On January 25, 2012, the Company issued 500,000 shares of common stock with a fair value of $0.13 per share to a director of the Company as a one-time incentive for joining our board of directors and other contributions to date valued at $65,000.
 
7. Share Purchase Warrants
 
         A summary of the Company’s outstanding common share purchase warrants at February 29, 2012 is presented below:

         Number of Warrants Exercise Price       Expiration Date
  7,500,000 $ 0.10 February 11, 2013
17,500,000 $ 0.10 February 11, 2013
25,000,000

      On December 1, 2011, the Company extended the expiry date of 7,500,000 warrants, which were originally set to expire on December 20, 2011, to February 11, 2013. In addition, the Company also extended the expiry date of 17,500,000 warrants, which were originally set to expire on February 10, 2012, to February 11, 2013.
 
At February 29, 2012, the intrinsic value of the common share purchase warrants was $1,250,000.
 
8. Commitments
 
The Company has agreed to pay the President of the Company a monthly fee of $8,000 for management services.
 
The Company has agreed to pay the Chairman of the Company a monthly fee of $8,000 for management services.
 
On January 13, 2012, the Company entered into a Strategic Alliance Agreement with Mining Plus (Pty) Ltd. (“Mining Plus”), pursuant to which the Company and Mining Plus agreed to cooperate in respect of project generation and review and the development of projects once identified, as well as consider how best to exploit common interests and derive the potential benefits arising from such common interests. Under the terms of the Strategic Alliance Agreement, the Company agreed to appoint a director of Mining Plus as a director of the Company. The director appointed is also an officer of a company which owns approximately 28% of the Company’s outstanding shares of common stock on a diluted basis. In connection with the appointment of the director, the Company issued 500,000 shares of common stock (Note 6(c)).

F-5



ITEM 2. 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Information

The statements in this quarterly report that are not reported financial results or other historical information are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements appear in a number of different places in this report and can be identified by words such as “estimates”, “projects”, “expects”, “intends”, “believes”, “plans”, or their negatives or other comparable words. Also look for discussions of strategy that involve risks and uncertainties. Forward-looking statements include, among others, statements regarding our business plans and availability of financing for our business.

You are cautioned that any such forward-looking statements are not guarantees and may involve risks and uncertainties. Our actual results may differ materially from those in the forward-looking statements due to risks facing us or due to actual facts differing from the assumptions underlying our estimates. Some of these risks and assumptions include those set forth in reports and other documents we have filed with or furnished to the United States Securities and Exchange Commission (“SEC”). We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. Unless required by law, we do not assume any obligation to update forward-looking statements based on unanticipated events or changed expectations. However, you should carefully review the reports and other documents we file from time to time with the SEC.

Presentation of Information

As used in this quarterly report, the terms "we", "us", "our" and the “Company” mean Buckingham Exploration Inc. and its subsidiaries, unless the context requires otherwise.

All dollar amounts in this quarterly report refer to US dollars unless otherwise indicated.

On July 23, 2010, we completed a reverse split of our shares of common stock on a 1-for-400 basis. All share amounts in this quarterly report are presented on a post-split basis, unless otherwise indicated.

Overview

We were incorporated as a Nevada company on April 4, 2006. We have been engaged in the acquisition and exploration of mineral properties since our inception. We have not generated any revenues and have incurred losses since inception.

We currently own an option to acquire a 100% interest in the Lady Ermalina mineral properties, and a 100% interest in the Dome mineral properties, both located in the Province of British Columbia, Canada. In addition, in September 2011, we acquired title to certain mining claims adjacent to our Lady Ermalina claims in consideration for 150,000 shares of our common stock. We have conducted limited exploration work on our mineral properties and none of our properties has been determined to contain any mineral resources or reserves of any kind. 

4



See our Annual Report on Form 10-K for the year ended May 31, 2011 for more information.

In September 2011, we appointed Simon Eley, a director of our company, as our President and Chief Executive Officer, in place of Christopher Robin Relph. Mr. Relph, a director of our company, was appointed as Chairman of our board of directors.

In September 2011, we acquired all rights, title and interest in and to the domain name “Buckingham.com” and related property rights, including all intellectual property rights and rights related to website and internet traffic associated with the domain name, from Mr. Relph for consideration of $10,000.

In October 2011, we raised capital of $715,000 by issuing 14,300,000 shares of common stock at a price of $0.05 per share primarily to off-shore investors.

In January 2012, we entered into a Strategic Alliance Agreement with Mining Plus (Pty) Ltd. (“Mining Plus”), to assist in the identification, assessment and development of mining projects, with an emphasis to potentially create early cash flow enabling us to develop and grow our project pipeline The strategic alliance with Mining Plus allows us ready access to over 50 seasoned mining industry professionals to assist in the potential development of mining projects that are identified. Under the terms of the Strategic Alliance Agreement, we appointed Benjamin Auld, a director of Mining Plus, as a director of our company. In connection with his appointment, we issued 500,000 restricted shares of common stock to Mr. Auld as a one-time incentive for joining our board of directors and other contributions to date.

Our plan of operations for the next 12 months is to raise additional financing and explore our mineral properties or acquire additional mineral properties. We plan to conduct a small exploration project on each of our current properties in the next month involving mapping and property surveys, among other things, at a cost of approximately $10,000 per property. We anticipate we will require approximately $0.5 million to carry out any further exploration plans or acquire additional properties over the next 12 months. As at February 29, 2012, we had cash of $192,571 and working capital of $205,228 and will require significant financing to pursue our plans. There can be no assurance that we will obtain the required financing, on terms acceptable to us or at all. In the event we are unable to obtain the required financing, our business may fail. An investment in our securities involves significant risks and you could lose your entire investment.

Results of Operations

The following discussion and analysis of our results of operations and financial condition for the three and nine months ended February 29, 2012 should be read in conjunction with our unaudited interim consolidated financial statements and related notes included in this report, as well as our most recent annual report on Form 10-K for the year ended May 31, 2011 filed with the SEC.

5



Three Months Ended February 29, 2012 Compared to Three Months Ended February 28, 2011

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to February 29, 2012. As of February 29, 2012, we had an accumulated deficit of $8,134,080. We anticipate that we will not earn any revenues during the current fiscal year as we are an exploration stage company.

Expenses

From April 4, 2006 (date of inception) to February 29, 2012, our total expenses were $3,023,627 comprised of $665,626 in professional fees, $97,832 in mineral property costs and $2,260,169 in general and administrative expenses.

Our total expenses increased to $250,825 for the three months ended February 29, 2012 from $78,912 for the three months ended February 28, 2011. The increase in total expenses was mainly due to higher general and administrative expenses and mineral property costs due to increased activity. General and administrative expenses increased to $192,430 in the current period from $39,346 in the prior period, and mineral property costs increased to $45,239 in the current period from $6,020 in the prior period, primarily resulting from due diligence relating to potential acquisitions of mineral property interests in the current period. Professional fees decreased to $13,156 in the current period from $33,546 in the prior period, primarily due to management efficiencies.

Net Loss

For the three months ended February 29, 2012, we recognized a net loss of $250,825, compared to $78,912 for the three months ended February 28, 2011.

Nine Months Ended February 29, 2012 Compared to Nine Months Ended February 28, 2011

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to February 29, 2012. As of February 29, 2012, we had an accumulated deficit of $8,134,080. We anticipate that we will not earn any revenues during the current fiscal year or in the foreseeable future as we are an exploration stage company.

Expenses

Our total expenses increased to $533,830 for the nine months ended February 29, 2012 from $293,158 for the nine months ended February 28, 2011. The increase in total expenses was mainly due to higher general and administrative expenses and mineral property costs due to increased activity. General and administrative expenses increased to $409,317 in the current period from $119,863 in the prior period, and mineral property costs increased to $76,301 in the current period from $15,681 in the prior period, primarily resulting from due diligence relating to potential acquisitions of mineral property interests in the current period. Professional fees decreased to $48,212 in the current period from $157,614 in the prior period, primarily due to management efficiencies.

6



Net Loss

For the nine months ended February 29, 2012, we recognized a net loss of $533,830, compared to $293,158 for the nine months ended February 28, 2011.

Liquidity and Capital Resources

As of February 29, 2012, we had cash of $192,571, working capital of $205,228, total assets of $217,850, total liabilities of $10,060 and an accumulated deficit of $8,134,080.

Financing Activities

We have funded our operations primarily by a combination of private placements, advances from related parties and loans. From April 4, 2006 (date of inception) to February 29, 2012, financing activities provided cash of $5,167,620, primarily from the sale of our common stock and loans.

During the nine months ended February 29, 2012, financing activities provided cash of $715,000 from the sale of our common stock. During the nine months ended February 28, 2011, financing activities provided cash of to $447,656, primarily from the sale of our common stock and loans.

Operating Activities

Operating activities used cash of $585,249 for the nine months ended February 29, 2012, compared to $313,883 for the nine months ended February 28, 2011. A decrease in accounts payable and accrued liabilities used cash of $17,848 in the nine months ended February 29, 2012, compared to an increase in the same providing cash of $81,823 in the prior period. A decrease in other receivables provided cash of $2,228 in the current period, compared to an increase in the same using cash of $3,724 in the prior period. A decrease in amounts due to related parties used cash of $104,000 in the current period, compared to $97,787 in the prior period. An increase in prepaid expenses used cash of $19,967 in the current period, compared to $1,544 in the prior period.

Investing Activities

Investing activities used cash of $1,933 in the nine months ended February 29, 2012 from the purchase of property and equipment. There were no investing activities during the nine months ended February 28, 2011.

We expect that our total expenses will increase over the next year as we increase our business operations. We do not anticipate generating any revenues over the next year. Our plan of operations for the next 12 months is to raise additional financing and explore our mineral properties or acquire additional mineral properties. We plan to conduct a small exploration project on each of our current properties in the next month involving mapping and property surveys, among other things, at a cost of approximately $10,000 per property. We anticipate we will require approximately $0.5 million to carry out any further exploration plans or acquire additional properties over the next 12 months.

7



There can be no assurance that we will obtain any additional financing, on terms acceptable to us or at all. In the event we are unable to obtain the required financing, our business may fail. An investment in our securities involves significant risks and you could lose your entire investment.

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, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Going Concern

Our consolidated financial statements for the period ended February 29, 2012 have been prepared on a going concern basis and Note 2 to the statements identifies issues that raise substantial doubt about our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have not generated any revenues, have achieved losses since our inception, and rely upon the sale of our common stock and loans from related and other parties to fund our operations. We do not anticipate generating any revenues in the foreseeable future, and if we are unable to raise equity or secure alternative financing, we may not be able to pursue our plans and our business may fail.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROL AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this report, an evaluation was carried out by our principal executive officer and principal financial officer of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of February 29, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management to allow timely decisions regarding required disclosures.

8



Based on that evaluation, and the material weaknesses outlined below, our principal executive officer and principal financial officer concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the time periods specified in the SEC’s rules and forms, and that such information may not be accumulated and communicated to our principal executive officer and principal financial officer to allow timely decisions regarding required disclosures.

A material weakness is a deficiency, or combination of deficiencies, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on the assessment of the effectiveness of disclosure controls and procedures as of February 29, 2012, the following significant deficiencies were identified:

1.       Certain entity level controls establishing a “tone at the top” were considered material weaknesses. There are limited segregation of duties currently due to the small size of the Company. The Company does not have a majority of independent directors on its board or audit committee. The Company has no policy on fraud and no code of ethics at this time.
  
2. All cash management is conducted by our principal financial officer, which may result in misappropriation of funds.
  
3. The lack of independent directors exercising an oversight role increases the risk of management override and potential fraud.
  
4. The Company is in the development stage with limited resources and limited monitoring of internal control and assessment of risk is conducted.

Management is currently evaluating remediation plans for the above control deficiencies.

In light of these control deficiencies, management concluded that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s disclosure controls or internal controls.

Changes in Internal Control

During the quarter ended February 29, 2012, there were no other changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any pending material legal proceedings and are not aware of any material legal proceedings threatened against us or of which our property is the subject. 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.

9



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit       Exhibit
Number Description
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
101.INS XBRL Instance Document
     
101.SCH XBRL Taxonomy Extension Schema
     
101.CAL XBRL Taxonomy Extension Calculation Linkbase
     
101.LAB XBRL Taxonomy Extension Label Linkbase
     
101.PRE XBRL Taxonomy Extension Presentation Linkbase
     
101.DEF XBRL Taxonomy Definition Linkbase

10



SIGNATURES

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

Buckingham Exploration Inc.
  
/s/ Simon Eley  
Date: April 17, 2012 Simon Eley
President and Chief Executive Officer  

11


PINX:BUKX Quarterly Report 10-Q Filling

PINX:BUKX Stock - Get Quarterly Report SEC Filing of PINX:BUKX stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

Content Partners
PINX:BUKX Quarterly Report 10-Q Filing - 2/29/2012
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