PINX:BUKX Annual Report 10-K Filing - 5/31/2012

Effective Date 5/31/2012


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the Fiscal Year Ended May 31, 2012

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: 000-53462

  Buckingham Exploration Inc.  
(Exact name of registrant as specified in its charter)

Nevada 98-054-3851
(State or Other Jurisdiction of Incorporation of (I.R.S. Employer Identification No.)
Organization)
 
Suite 418-831 Royal Gorge Blvd. (604) 737 0203
Cañon City, CO 81212, USA
(Address of Principal Executive Offices) (Registrant’s Telephone Number, Including
Area Code)

Securities Registered Pursuant to Section 12(b) of the Act: None

Securities Registered Pursuant to Section 12(g) of the Act: Common Stock

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes o No þ

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 Act) Yes o No þ

The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates of the registrant at November 30, 2011 was approximately $2,794,752.

The number of shares of common stock of the registrant outstanding at September 12, 2012 was 78,769,712 shares.



TABLE OF CONTENTS

PART I 2
     Item 1. Description of Business 2
     Item 1A. Risk Factors 8
     Item 2. Properties 8
     Item 3. Legal Proceedings 14
     Item 4. (Removed and Reserved) 14
PART II 14
     Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 14
     Item 6. Selected Financial Data 17
     Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 17
     Item 7A. Quantitative and Qualitative Disclosures about Market Risk 21
     Item 8. Financial Statements and Supplementary Data 22
     Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure 23
     Item 9A. Controls and Procedures 23
     Item 9A(T). Controls and Procedures 24
     Item 9B. Other Information 24
PART III 25
     Item 10. Directors, Executive Officers, Promoters and Corporate Governance 25
     Item 11. Executive Compensation 28
     Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 29
     Item 13. Certain Relationships and Related Transactions, and Director Independence 30
     Item 14. Principal Accountant Fees and Services 31
PART IV 32
     Item 15. Exhibits and Financial Statement Schedules 32



PART I

Item 1. Description of Business

Forward-Looking Statements

The statements in this annual 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 annual 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 annual 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 annual 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 a 100% interest in the Dome mineral properties, located in the Province of British Columbia, Canada. In addition, we own a 100% interest in two mineral properties (known as the Byng and Tramp claims) also located in the Province of British Columbia, Canada. We owned an option to acquire a 100% interest in the Lady Ermalina mineral properties, located in the Province of British Columbia, Canada, which has expired. As the Byng and Tramp claims are located adjacent to the Lady Ermalina claims, we plan to dispose of our interest in these properties going forward. 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.

2



The following table sets forth information relating to our material mineral properties:

Name of Property Location Nature of Interest Status
Dome Claims Beaverdell Area, 100% interest. Exploration permit
Greenwood   has been obtained.
Mining Division in
British Columbia,
Canada

We are currently in advanced negotiations to acquire a gold exploration project in Indonesia. We have completed initial due diligence on the project and are also investigating the potential acquisition of a near-term coal producing asset in a nearby region. In addition, we have commenced discussions with a reputable in-country mining services company to assist in the exploration and development of mineral properties in Indonesia, should we decide to proceed and enter into formal definitive agreements to acquire the properties. The acquisition of the gold project is subject to, among other things, the completion of legal, technical and accounting due diligence to our satisfaction. The negotiations also contemplate that any resulting transaction will be subject to our successfully raising sufficient capital to acquire and commence work on the project.

The gold project is located in Sulawesi, Indonesia and covers nearly 14,000 hectares. The project area is dominated by argillic alteration which is typical of high grade, epithermal gold deposits. The geological setting is similar to that of large, low cost gold producers in the region. Numerous artisanal miners have been operating in the area extracting gold from hydrothermal vein type mineralization.

We have also entered a strategic alliance with Mining Plus Pty Ltd (“Mining Plus”), a leading firm of mining and geoscience consultants with offices in Australia, Canada and Peru, to assist in the identification, assessment and development of projects and this has resulted in our being able to quickly assess the potential of the gold project in Indonesia. We expect the alliance with Mining Plus to lead to other potential opportunities in line with our strategy.

Via the strategic alliance with Mining Plus, we have ready access to over 50 seasoned mining industry professionals to assist in the potential development of projects with the emphasis on creating early cash flow to enable our company to consider other corporate opportunities. We are also continuing discussions in relation to other assets in Indonesia and elsewhere that present near term cash-flow opportunities.

We recently entered into a strategic alliance with ExploAndes S.A.C. (“ExploAndes”), a leading firm of geology consultants and project logistics managers located in Peru, to assist in the identification, assessment and development of projects in South America. ExploAndes has a proven track record of delivering professional services to the South American mining industry from mineral project review and assessment to project management and we expect this strategic alliance to also lead to potential opportunities in line with our strategy.

Our plan of operations for the next 12 months is to continue to seek out, acquire, explore and potentially develop projects with an emphasis on creating early cash flow for our business, whether by way of acquisition of full ownership, joint venture or other acceptable structure. We also plan to dispose of the Byng and Tramp claims and may conduct a small exploration project on our Dome mineral claims. We anticipate we will require approximately $5 million to carry out our plans over the next 12 months. As at May 31, 2012, we had cash of $446,623 and working capital of $143,107 and will require significant financing to pursue our exploration 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.

3



Development of Business

We were incorporated under the laws of the State of Nevada in April 2006. In June 2007, we acquired the High Park mineral property through our wholly-owned subsidiary High Park Uranium Inc, which consisted of 29 unpatented mineral claims located in the State of Colorado. In January 2008, we acquired the Proteus mineral property through our wholly-owned subsidiary Alpha Beta Uranium Inc, which consisted of 419 unpatented lode mining claims also located in the State of Colorado.

On September 24, 2008, we entered into secured convertible debenture purchase agreements with three investors pursuant to which we sold three convertible debentures to the investors in the aggregate amount of $500,000 and we also granted to them warrants to purchase up to an aggregate of 12,500 shares of our common stock at an exercise price of $40 per share exercisable for a period of two years. The debentures accrued interest at a rate of 10% per annum and were convertible into shares of our common stock at a price of $20 per share. As collateral security, we granted the investors a security interest in all the right, title and interest of all of our present and future assets.

On June 5, 2009, we entered into agreements with the debenture holders to issue an aggregate of 8,455 shares of common stock to settle interest accrued up to May 31, 2009. On June 25, 2009, we issued an aggregate of 2,536 restricted shares of common stock to a debenture holder to settle interest accrued up to May 31, 2009 in the amount of $10,146. Subsequent to May 31, 2010, we issued a further 5,918 restricted shares of common stock to two debenture holders to settle interest accrued in the amount of $23,674.

On August 27, 2009, we entered into a settlement agreement with one of the debenture holders, subsequent to an event of default under the terms of the debentures, to settle the outstanding debenture in the amount of $150,000 plus accrued interest. Under the terms of the settlement agreement, we agreed to transfer all of our interest in our wholly-owned subsidiaries, Hyde Park Uranium Inc. and Alpha Beta Uranium Inc., to the debenture holder along with all of our property and equipment and intellectual property rights related to these properties. The debenture holder agreed to pay us $50,000 and had the other two debentures in the aggregate amount of $350,000 assigned to it.

In October 2009, we completed the transfer all our interest in the High Park and Proteus properties to Regal Uranium pursuant to the settlement agreement.

On January 29, 2010, we entered into an option agreement (the “Lady Ermalina Option Agreement”) with Argus Metals Corp. (“Argus”) in relation to three mining claims known as the Lady Ermalina Chemainus Claims located on Vancouver Island, British Columbia, Canada (the “Lady Ermalina Property”).

Pursuant to the Lady Ermalina Option Agreement, we agreed to issue an aggregate of 1,500 shares of our common stock and to pay an aggregate of $5,000 in cash in consideration for the grant of the sole and exclusive right and option to acquire a 100% undivided interest in the Lady Ermalina Property. Further, we agreed to incur not less than $600,000 in expenditures related to exploration and development on the Lady Ermalina Property before January 6, 2012. We issued 250 shares to Argus under the Lady Ermalina Option Agreement in February 2010. The option agreement has expired and we no longer have an interest in these claims.

4



On July 9, 2010, we received stockholder approval to effect a one-for-four hundred reverse stock split of our issued and outstanding common stock, which would take effect upon FINRA approval. The number of shares that we are authorized to issue did not change as a result of the reverse stock split.

On July 22, 2010, we received approval from FINRA and the reverse stock split took effect on July 23, 2010. On the effective date of the reverse split , the Company’s trading symbol was changed from “BUKX” to “BUKXD” for approximately 20 business days after which it reverted to BUKX.

On August 23, 2010, 0887717 B.C. Ltd. (“0887717”), our wholly-owned subsidiary which we incorporated in British Columbia, Canada on August 9, 2010, entered into an option agreement (the “Dome Option Agreement”) with Murray Scott Morrison, pursuant to which 0887717 had the right to acquire 100% interest in the mineral property known as the Dome Claim Group located on Mount Vallace in the Beaverdell Area, Greenwood Mining Division in the Province of British Columbia, Canada (the “Dome Property”).

In accordance with the provisions of the Dome Option Agreement, 0887717 paid $5,000 to Mr. Morrison on the date of the agreement, was required to incur not less than $10,000 in expenditures related to exploration and development on the Dome Property prior to September 30, 2010 (incurred) and was required to pay $1,000 to Mr. Morrison on or before November 30, 2010 (paid). Pursuant to the terms of the Dome Option Agreement, 0887717 granted to Mr. Morrison stock options (the “Stock Options”) to purchase up to 10% of its total issued and outstanding share capital at a total price of $1.00, which may be exercised when a probable mineral reserve is discovered on the property. The Stock Options expire 36 months after the date of the Dome Option Agreement.

In October 2010, we changed our independent auditors from Manning Elliott LLP to MaloneBailey, LLP. See our Current Report on Form 8-K filed with the SEC on October 13, 2010 for more information.

In December 2010, we completed the sale of 15,000,000 units at a price of $0.01 per unit, with each unit comprised of one share of common stock and one-half of one common stock purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 12 months, for gross proceeds of $150,000, to an investor resident in Australia that acquired the securities for investment purposes. This represented a change-in-control of our Company. In connection with the offering, we appointed Simon Eley as a director of our company. Mr. Eley is a director of the investor in the private placement and was appointed as a director of our company as a result of the investment.

In December 2010, the holders of a majority of our issued and outstanding common stock approved an amendment to our bylaws to make them more comprehensive, as well as an increase in our authorized capital from 80,000,000 shares of common stock, par value $0.0001, to 300,000,000 shares of common stock, par value $0.0001 to better position us to attract financing. The number of shares of preferred stock we are authorized to issue did not change as a result of the authorized capital Increase.

In February 2011, we completed the sale of 35,000,000 units at a price of $0.01 per unit, with each unit comprised of one share of common stock and one-half of one common stock purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 12 months, for gross proceeds of $350,000, to certain off-shore investors that acquired the securities for investment purposes.

5



In April 2011, we and Christopher Robin Relph, our President and Chief Executive Officer, mutually agreed to the termination of the management agreement between us and Mr. Relph, effective December 1, 2010 pursuant to the terms of the management agreement. Under the terms of the management agreement, Mr. Relph had agreed to act as our principal officer in consideration of a salary of $20,000 per month. We have agreed to pay Mr. Relph CDN$24,000 for his services for the quarter ended February 28, 2011 and to pay Mr. Relph CDN$8,000 per month for his services going forward. No early termination penalties were incurred as a result of the termination of the Management Agreement. Mr. Relph resigned as a director and officer of our company in September 2012.

Effective April 18, 2011, we completed the conversion of an aggregate of approximately $66,332 in debt owed by us to six offshore lenders into shares of our common stock at a price of $0.01 per share. As a result, we issued an aggregate of 6,633,200 shares of our common stock to the six lenders.

In September 2011, we acquired title to the Byng and Tramp mining claims adjacent to our Lady Ermalina claims in consideration for 150,000 shares of our common stock. As the Byng and Tramp claims are located adjacent to the Lady Ermalina claims in which our interest has expired, we plan to dispose of our interest in the Byng and Tramp properties going forward.

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 at the time, was appointed as Chairman of our board of directors. Mr. Relph resigned as a director and officer of our company in September 2012.

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 December 2011, we extended the exercise period for our outstanding warrants to February 11, 2013. The exercise price of the warrants of $0.10 per share remains the same.

In January 2012, we entered into a Strategic Alliance Agreement with 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. 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.

In May 2012, we raised further capital of $431,777 by issuing 4,317,776 shares of common stock at a price of $0.10 per share to certain off-shore investors.

In July 2012, we entered into a Strategic Alliance Agreement with ExploAndes to assist in the identification, assessment and development of mining projects in South America, with an emphasis to potentially create early cash flow enabling us to develop and grow our project pipeline.

6



In July 2012, we issued an aggregate of 2,750,000 shares of common stock to certain of our directors, officers and employees as compensation for services rendered to us from January 1, 2012 to June 30, 2012 to conserve capital.

In August 2012, Benjamin Auld resigned as a director of our company for personal reasons. We expect to continue working with Mr. Auld as a director of Mining Plus.

In September 2012, Christopher Robin Relph resigned as a director and the Chairman and Chief Financial Officer of our company. We appointed Simon Eley, our current President and Chief Executive Officer, as interim Chief Financial Officer. In line with our plans, we expect to appoint additional directors and officers to manage our growth going forward.

Subsidiaries

We currently have one wholly-owned subsidiary, 0887717 BC Ltd. which is incorporated under the laws of the Province of British Columbia, Canada.

Competition

We are an exploration stage mineral resource exploration company that competes with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties. We also compete with other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in mineral exploration companies. The presence of competing mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We also compete with other mineral companies for available resources, including, but not limited to, professional geologists, camp staff, mineral exploration supplies and drill rigs.

Intellectual Property

We currently do not own any intellectual property other than copyright in the contents of our website, www.buckinghamexploration.com.

Research and Development Expenditures

We have not engaged in any research and development activities since our inception.

Environmental Laws

Mineral resource exploration, production and related operations are subject to extensive rules and regulations of federal, provincial, state and local agencies. Failure to comply with these rules and regulations can result in substantial penalties. Our cost of doing business may be affected by the regulatory burden on the mineral industry. Although we intend to substantially comply with all applicable laws and regulations, because these rules and regulations frequently are amended or interpreted, we cannot predict the future cost or impact of complying with these laws.

7



Environmental enforcement efforts with respect to mineral operations have increased over the years, and it is possible that regulations could expand and have a greater impact on future mineral exploration operations. Although our management intends to comply with all legislation and/or actions of local, provincial, state and federal governments, non-compliance with applicable regulatory requirements could subject us to penalties, fines and regulatory actions, the costs of which could materially adversely affect our results of operations and financial condition. We cannot be sure that our proposed business operations will not violate environmental laws in the future.

Our operations and properties are subject to extensive federal, state, provincial and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation and discharge of materials into the environment, and relating to safety and health. These laws and regulations may (i) require the acquisition of a permit or other authorization before exploration commences, (ii) restrict the types, quantities and concentration of various substances that can be released in the environment in connection with exploration activities, (iii) limit or prohibit mineral exploration on certain lands lying within wilderness, wetlands and other protected areas, (iv) require remedial measures to mitigate pollution from former operations and (v) impose substantial liabilities for pollution resulting from our proposed operations.

There are no costs to us at the present time in connection with compliance with environmental laws. However, since we do anticipate engaging in natural resource projects, these costs could occur and any significant liability could materially adversely affect our business, financial condition and results of operations.

Employees

We have three part time employees, in addition to our officers. We do not intend to hire any other employees until our financial condition improves.

Item 1A. Risk Factors

Not Applicable.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We lease premises, at the rate of $476 per month, located at Suite 418- 831 Royal Gorge Blvd, Cañon City, Colorado 81212, from where we oversee our business activities.

Dome Claim Group Property

On August 23, 2010, through our wholly owned subsidiary 0887717 B.C. Ltd., we entered into the Dome Option Agreement, pursuant to which we acquired a 100% interest in mining claims known as Dome Claim Group located on Mount Vallace in Beaverdell Area, Greenwood Mining Division in British Columbia, Canada.

8



Location

Figures 1 and 2: Location of the Dome Claims in Beaverdel Area, British Columbia.

9



Ownership Interest

On August 23, 2010, 0887717 B.C. Ltd., our wholly owned subsidiary, entered into the Dome Option Agreement with Murray Scott Morrison, pursuant to which 0887717 acquired a 100% interest in the mineral property known as the Dome Claim Group located on Mount Vallace in the Beaverdell Area, Greenwood Mining Division in the Province of British Columbia, Canada.

In accordance with the provisions of the Dome Option Agreement, 0887717 paid $5,000 to Mr. Morrison on the date of the agreement, was required to incur not less than $10,000 in expenditures related to exploration and development on the Dome Property prior to September 30, 2010 (incurred) and was required to pay $1,000 to Mr. Morrison on or before November 30, 2010 (paid). Pursuant to the terms of the Dome Option Agreement, 0887717 granted to Mr. Morrison Stock Options to purchase up to 10% of its total issued and outstanding share capital at a total price of $1.00, which may be exercised when a probable mineral reserve is discovered on the property. The Stock Options expire 36 months after the date of the Dome Option Agreement.

History of Operations

The Dome property is comprised of sixteen mineral claims covering approximately 360 hectares (890 acres), located four (4) kilometres southeast of Beaverdell, B.C. in the heart of the historic Beaverdell Mining Camp. The Dome mineral claims cover the historic workings of the Nepanee prospect that, according to the B. C. Minister of Mines Annual Reports, was worked intermittently between 1904 to 1935. In more recent years, sulphide mineralization including galena and sphalerite has been located near the old workings. The property is accessible by logging roads.

10



Present Condition of the Property and Current State of Exploration

No material exploration work has been carried out on the Dome Property. A sampling and drilling program was conducted in 1989, however the property was determined to be uneconomical due to the price of gold at the time. A small mapping project was undertaken on the property in 2009 to prepare the ground for further work.

The property will require prospecting and geological mapping on the western edge of the Dome property where granodiorite is known to outcrop with concentration on known skarn zones and mineralized shear zones that were followed with underground workings on several of the old properties that lie immediately west of the Dome property. Such old workings include those on District Lots 1091s, 1195s and 2939. Further mapping of the Tertiary cover on the eastern portion of the property will also be conducted in an attempt to determine the thickness of the cover. All known historic work will be compiled into a single system at a scale of at least 1:2500 and cross sections prepared for selected target areas.

Regional Geology

The Dome Property lies in the western portion of the Boundary District of south central British Columbia and is centred within south the historic Beaverdell Mining Camp. In broad terms the area is a graben-derived terrane consisting of Triassic-Jurassic volcanics and sediments enclosed within and/or intruded by Jurassic-Cretaceous and Tertiary granitic rocks. Regionally, the Dome Project lies near the southern end of the Omineca Crystalline Belt.

The Boundary District is situated within the mid-Jurassic accreted Quesnellia terrane. Pre-existing Proterozoic to Palaeozoic North American basement rocks do however exist within the rafted Quesnellia terrane (Kettle and Okanagan metamorphic core complexes). During the Eocene, these core complexes were uplifted separated from the overlying lithologies. The oldest of the accreted rocks in the district are the Pre-Jurassic Wallace Formation.

Broadly speaking, the lithologies (and general ages) are broken into the following Formations and units:

1.  Wallace Formation [Pre-Jurassic - Quesnellia Terrane]
       
      a. Wallace Formation undivided
 
b.  Crouse Creek Greenstone Member
 
c. Larse Creek Limestone Member
 
2. West Kettle batholiths [Jurassic]
 
3. Various intrusive stocks [Tertiary]
 
a. Beaverdell stock - 58.2 ± 2 Ma
 
b. Eugene Creek stock - 54.5 ± 1.9 Ma
 
c. Tuzo Creek stock - 49.5 ± 2 Ma
 
4. Crosscutting porphyry dykes [Tertiary] 61.9 ± 2.2 Ma and 50.6 ± 1.5 Ma

11



Geology

Granodiorite of the West Kettle batholith underlies much of the area within and surrounding the Dome Property. This batholith has been repeatedly intruded by stocks of quartz monzonite (the Beaverdell stock), and hosts pendants/screens of metamorphosed country rock (Wallace Formation). The Curry-Creek tuffs and conglomerates (Oligocene age) as well as mafic Miocene flows (Nipple Mountain Volcanics), unconformably overlie all these units.

In the Beaverdell Mining Camp, where the Dome Property lies, silver-lead-zinc ores have predominated historical production. In order of historical importance (production), there are two (2) distinct types of ore:

      1)       the Beaverdell –Type – Silver rich Vein Deposits
2) The Carmi-Type Gold Rich vein deposits.

The West Kettle batholith is intruded by the Beaverdell stock in the west of the Beaverdell Camp and is overlain by Wallace Formation in the eastern portions of the Camp. Mineralization occurs within structurally controlled fissure related quartz (+/- carbonate) veins predominantly striking northeast. In order of decreasing abundance, the main metallic minerals are galena, sphalerite, pyrite, arsenopyrite, tetrahedrite, pyrargyrite, chalcopyrite, polybasite, acanthite, native silver and pyrrhotite.

In the more northern portions of the Camp, sphalerite, pyrite and galena are the main minerals in the vein deposits with a gangue of quartz.

The Dome Property represents an epithermal vein (gold-silver +/- base metals) exploration target. Precious metal epithermal deposit exploration techniques will be applied to substantiate this assessment.

12



Figure 3: Geology of the Dome Claims

Mineralization

In the Beaverdell Mining Camp silver-lead-zinc ores have predominated historical production. In order of historical importance (production), there are two (2) distinct types of ore:

A. Beaverdell type – Silver Rich Deposits
             
B. Carmi type – Gold Rich Deposits

In the former case mineralization is typically composed of galena, sphalerite and pyrite with lesser amounts of arsenopyrite, tetrahedrite, pyrargyrite, chalcopyrite, polybasite, acanthite, native silver and pyrrhotite in a gangue of mainly quartz with lesser amounts of calcite and fluorite. In the latter, roughly equivalent with native gold in place of native silver. Both these types of mineralization are noted in the Dome Property:

  • Beaverdell-Type silver-rich veins in the West Kettle Batholith
     
  • Contact metasomatism related mineralization (within contact zone between West Kettle Batholith and the Wallace Formation

In general the mineralization in the Beaverdell District can be described as hosted within granodiorite of the Westkettle batholith, grading to quartz diorite and diorites with the Permian Wallace Formation metavolcanics and metasediments as roof pendants hosting the mineralization in the northern portions of the Property.

13



Shear zone related mineralization is the dominant geological control on the Dome Property mineralization and is commonly noted on surface and underground workings in the Beaverdell area. These shear zones are variable in widths from showing to showing, however the widths of these shear zone in the larger, well developed showings (like the Inyo-Ackworth) average approximately two metres and are well defined by rusty fault gouge and vuggy quartz and manganese staining. Lengths of these shear zones are equally as variable from showing to showing, with the larger more productive shear zones defined over 300 metres in length. The shear zones also have variable strikes however a general east-west (075-090 degree) trend can be estimated as the main control of Property mineralization.

In general the shear zone related mineralization is associated with vuggy quartz-calcite veins, on the order of 5 to 50 centimetres wide, and commonly carry pyrite, galena, sphalerite, tetrahedrite and native silver mineralization. Strong sericitic alteration and kaolin are known to be associated with mineralization throughout the Property.

Beaverdell silver-rich veins are found in a 3.0 by 0.8 kilometre belt, referred to as the Beaverdell silver-lead-zinc vein camp. The mineralized veins are fissure-hosted, formed along east-trending faults in the west portion of the Beaverdell camp and northeast- trending faults in the east portion of the camp. Faults have been classified into five types based on their orientation, with each type having common orientation, kind of movement and age relationship. The northeast-striking, high-angle normal faults pose the greatest obstacle to systematic exploration and mining, as these faults are commonly spaced a few metres apart dividing veins into short segments in a northwest-downward direction.

Vein-type mineralization of the Beaverdell camp is characterized by a high silver content. Mineralization is composed of galena, sphalerite and pyrite with lesser amounts of arsenopyrite, tetrahedrite, pyrargyrite, chalcopyrite, polybasite, acanthite, native silver and pyrrhotite. The gangue minerals in veins are mainly quartz with lesser amounts of calcite, fluorite and sericite with rare barite.

Item 3. 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.

Item 4. (Removed and Reserved).

PART II

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

Market Information

Our common stock is listed for trading on the OTC Bulletin Board (“OTCBB”) under the trading symbol “BUKX.OB”. Trading in stocks listed on the OTCBB is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little or no connection to a company’s operations or business activities. We cannot assure you there will be a market for our common stock in the future.

14



The table below sets forth the high and low bid prices for our common stock on the OTCBB for the periods indicated. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Period High
($)
Low
($)
June 1, 2012 – August 30, 2012 0.11 0.05
March 1, 2012 – May 31, 2012 0.15 0.11
December 1, 2011 – February 28, 2012 0.18 0.08
September 1, 2011 – November 30, 2011 0.15 0.08
June 1, 2011 – August 31, 2011 0.09 0.14
March 1, 2011 – May 31, 2011 - -
December 1, 2010 – February 28, 2011 - -
September 1, 2010 – November 30, 2010 - -
June 1, 2010 – August 31, 2010 0.03(1) 0.02(1)

(1)       We completed a reverse split of our common stock on a 1:400 basis on July 23, 2010. These prices do not reflect the effect of the reverse stock split.

Holders

As of September 12, 2012, there were 215 holders of record of our common stock.

Dividends

To date, we have not paid any dividends on our common stock and do not expect to declare or pay any dividends on our common stock in the foreseeable future. Payment of any dividends will depend upon future earnings, if any, our financial condition, and other factors as deemed relevant by our Board of Directors.

Equity Compensation Plans

We implemented two equity compensation plans on November 23, 2007:

  • 2007 Stock Compensation Plan: A total of 5,000 shares of common stock are authorized under the plan. All 5,000 shares underlying the plan were reserved for issuance on the date the plan was adopted. As of May 31, 2012, a total of 375 shares have been issued under the plan.
     
  • 2007 Non-Qualified Stock Option Plan: Options to purchase up to 5,000 shares of common stock are authorized to be granted under this plan. All 5,000 shares underlying the plan were reserved as of the date the plan was adopted. As of May 31, 2012, options to purchase up to 62 shares have been granted under the plan.

15



Our Stock Option Committee, or the Board of Directors in lieu thereof, is authorized to administer our 2007 Stock Compensation Plan and 2007 Non-Qualified Stock Option Plan, and has the authority and discretion to determine the eligible recipients, the amount of the securities to be issued, and the terms and conditions of the securities issued as they may deem necessary in accordance with the terms of each of these plans.

Pursuant to the terms of the 2007 Stock Compensation Plan and the 2007 Non-Qualified Stock Option Plan, we may issue up to 5,000 shares and options to purchase up to 5,000 shares of our common stock, respectively, to our employees, consultants, directors, and other persons associated with us and any of our subsidiaries. Options may have a term of up to five years and an exercise price as determined by the plan administrator. Options vest as specified by the plan administrator, and if no vesting date is specified, options vest on the following basis:

  • Directors and senior officers – 50% upon the grant date, and 50% one calendar year thereafter;
     
  • Employees – 10% at the end of any probation period or three months from the date of engagement and 5% at the end of each calendar month thereafter; and
     
  • Other option holders – 10% at the end of the first thirty days of engagement, 20% upon completion of 50% of the first term or upon 50% of completion of the project term, and the remainder 30 days thereafter.

16



Equity Compensation Plan Information

As of May 31, 2012
Number of
Common
Shares
Issued or to be
Issued Under
Equity
Compensation
Plans
Weighted-
Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
($)
Number of
Common
Shares
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
Equity compensation plans not approved by shareholders
     2007 Stock Compensation Plan 375 - 4,625
     2007 Non-Qualified Stock Option Plan 62 0.27 4,938
Equity compensation plans approved by shareholders 0 0 0
Total 437 - 9,563

Recent Sales of Unregistered Securities

There are no previously unreported sales of our unregistered securities.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our audited financial statements, including the notes thereto, appearing elsewhere in this annual report, as well as the section in this annual report entitled “Description of Business”. These financial statements have been prepared in accordance with U.S. GAAP and are presented in U.S. dollars.

We are an exploration stage company with limited operations and no revenues from our business operations since inception in April 2006. Our auditors have issued a going concern opinion relating to our business which means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional financing to fund our operations.

17



We currently own a 100% interest in the Dome mineral properties, located in the Province of British Columbia, Canada. In addition, we own a 100% interest in two mineral properties (known as the Byng and Tramp claims) also located in the Province of British Columbia, Canada. We owned an option to acquire a 100% interest in the Lady Ermalina mineral properties, located in the Province of British Columbia, Canada, which has expired. As the Byng and Tramp claims are located adjacent to the Lady Ermalina claims, we plan to dispose of our interest in these properties going forward. 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.

We are currently in advanced negotiations to acquire a gold exploration project in Indonesia. We have completed initial due diligence on the project and are also investigating the potential acquisition of a near-term coal producing asset in a nearby region. In addition, we have commenced discussions with a reputable in-country mining services company to assist in the exploration and development of mineral properties in Indonesia, should we decide to proceed and enter into formal definitive agreements to acquire the properties. The acquisition of the gold project is subject to, among other things, the completion of legal, technical and accounting due diligence to our satisfaction. The negotiations also contemplate that any resulting transaction will be subject to our successfully raising sufficient capital to acquire and commence work on the project.

We have also entered a strategic alliance with Mining Plus, a leading firm of mining and geoscience consultants, to assist in the identification, assessment and development of projects and this has resulted in our being able to quickly assess the potential of the gold project in Indonesia. We expect the alliance with Mining Plus to lead to other potential opportunities in line with our strategy.

Via the strategic alliance with Mining Plus, we have ready access to over 50 seasoned mining industry professionals to assist in the potential development of projects with the emphasis on creating early cash flow to enable our company to consider other corporate opportunities. We are also continuing discussions in relation to other assets in Indonesia and elsewhere that present near term cash-flow opportunities.

We have also entered into a Strategic Alliance Agreement with ExploAndes to assist in the identification, assessment and development of mining projects in South America, with an emphasis to potentially create early cash flow enabling us to develop and grow our project pipeline.

Our plan of operations for the next 12 months is to continue to seek out, acquire, explore and potentially develop projects with an emphasis on creating early cash flow for our business, whether by way of acquisition of full ownership, joint venture or other acceptable structure. We also plan to dispose of the Byng and Tramp claims and may conduct a small exploration project on our Dome mineral claims. We anticipate we will require approximately $5 million to carry out our plans over the next 12 months. As at May 31, 2012, we had cash of $446,623 and working capital of $143,107 and will require significant financing to pursue our exploration 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.

18



Results of Operations

Lack of Revenues

We have earned no revenues and have sustained operational losses since our inception on April 4, 2006 to May 31, 2012. As of May 31, 2012, we had an accumulated deficit of $8,628,470. 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

From April 4, 2006 (inception) to May 31, 2012, our total expenses were $3,518,017, comprised of $666,111 in professional fees, $176,220 in mineral property costs and $2,675,686 in general and administrative expenses.

Our total expenses increased to $1,028,220 for the year ended May 31, 2012 from $278,821 for the year ended May 31, 2011, due to increased business activities. General and administrative expenses increased to $824,834 in fiscal 2012 from $126,334 in fiscal 2011 primarily due to the review of properties for potential acquisition and due diligence conducted on properties determined to be worth pursuing, as well as an increase in costs related to obtaining financing. Mineral property costs increased to $154,689 in fiscal 2012 from $15,681 in fiscal 2011 primarily due to the acquisition of additional mineral interests. Professional fees decreased to $48,697 in fiscal 2012 from $136,806 in fiscal 2011 primarily due to management efficiencies.

Our net loss from continuing operations was $1,028,220 for the year ended May 31, 2012, compared to $278,821 for the prior period.

Net Loss

For the year ended May 31, 2012, we recognized a net loss of $1,028,220, compared to a net loss of $278,821 for the year ended May 31, 2011.

Liquidity and Capital Resources

As of May 31, 2012, we had cash of $446,623, working capital of $143,107, total current assets of $497,074, total liabilities of $353,967 and an accumulated deficit of $8,628,470.

We have funded our operations primarily through private placements of our common stock, as well as advances from related parties and loans. From April 4, 2006 (date of inception) to May 31, 2012, financing activities provided cash of $5,569,397, primarily from the sale of our common stock. During the fiscal year ended May 31, 2012, financing activities provided cash of $1,116,777, compared to $439,191 in the year ended May 31, 2011, primarily from sales of our common stock.

Operating activities used cash of $732,974 for the year ended May 31, 2012, compared to $376,632 for the year ended May 31, 2011, primarily as a result of increased operations. An increase in accounts payable and accrued liabilities provided cash of $323,281 in the year ended May 31, 2012, compared to a decrease in same using cash of $10,984 in the prior year. A decrease in amounts due to related parties used cash of $101,222 in the current year, compared to $86,146 in the prior year. An increase in prepaid and other current assets used cash in the amount of $18,451 in the current year, compared to an increase of same using cash of $1,549 in prior year.

19



Investing activities during the year ended May 31, 2012 used cash of $1,933, compared to $0 in the prior year, due to the purchase of property and equipment.

We expect that our total expenses will increase over the next year as we increase our business activities. We do not anticipate generating any revenues for the foreseeable future. Our plan of operations for the next 12 months is to continue to seek out, acquire, explore and potentially develop projects with an emphasis on creating early cash flow for our business, whether by way of acquisition of full ownership, joint venture or other acceptable structure. We also plan to dispose of the Byng and Tramp claims and may conduct a small exploration project on our Dome mineral claims. We anticipate we will require approximately $5 million to carry out our plans over the next 12 months. As at May 31, 2012, we had cash of $446,623 and working capital of $143,107 and will require significant financing to pursue our exploration plans.

We intend to raise additional capital for the next 12 months from the sale of our equity securities or loans from related and other parties. If we are unsuccessful in raising sufficient capital through such efforts, we may consider other financing avenues such as bank financing. There is no assurance that any financing will be available to us or if available, on terms that will be acceptable to us. If we are unable to raise additional capital, our business may fail.

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 financial statements for the period ended May 31, 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 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.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management. A complete summary of these policies is included in Note 3 of the notes to our financial statements. We have identified below the accounting policies that are of particular importance in the presentation of our financial position, results of operations and cash flows, and which require the application of significant judgment by management.

20



Use of Estimates

The preparation of these 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, stock-based compensation expense, and deferred income tax asset allowances. 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.

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. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment 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.

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity based payments to non employees, using the fair value method. 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. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

21



Item 8. Financial Statements and Supplementary Data

Buckingham Exploration Inc.
(An Exploration Stage Company)
May 31, 2012

Report of Independent Registered Public Accounting Firm       F–1
Balance Sheets   F–2
Statements of Expenses F–3
Statements of Cash Flows F–4
Statements of Stockholders’ Equity (Deficit) F–5
Notes to the Financial Statements F–8

22



Report of Independent Registered Public Accounting Firm

To the Board of Directors
Buckingham Exploration Inc.
(An Exploration Stage Company)
Carson City, Nevada

We have audited the accompanying consolidated balance sheets of Buckingham Exploration Inc. and its subsidiary, an exploration stage company, (collectively, the “Company” ) as of May 31, 2012 and 2011, and the related consolidated statements of expenses, stockholders’ equity (deficit) and cash flows for the years then ended and the period from April 4, 2006 (inception) through May 31, 2012. The financial statements for the period from April 4, 2006 (inception) through May 31, 2010 were audited by other auditors whose report expressed an unqualified opinion on those financial statements. The financial statements for the period from April 4, 2006(inception) through May 31, 2010 include no revenue and an accumulated net loss of $7,321,429. Our opinion on the statements of expenses, stockholders’ deficit, and cash flows for the year then ended, in so far as it relates to amounts for prior periods through May 31, 2010 is based solely on the report of the other auditor. These financial statements are the responsibility of Buckingham Exploration Inc. management. Our responsibility is to express an opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Buckingham Exploration Inc. and its subsidiary as of May 31, 2012 and 2011 and their results of their operations and their cash flows for the years then ended and the period from April 6, 2006 (inception) through May 31, 2012 in conformity with accounting principles generally accepted in the United States of America.

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

/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
September 12, 2012

F-1



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

May 31,       May 31,
2012 2011
ASSETS
 
Current Assets
 
     Cash $ 446,623 $ 64,753
     Other receivables 451 3,429
     Subscription receivables 30,000
     Advances to related parties 10,000
     Prepaid expense 10,000 1,549
 
Total Current Assets 497,074 69,731
 
Property and Equipment, net accumulated depreciation of $1,893 and $733
respectively  2,070 1,297
 
Total Assets $ 499,144 $ 71,028
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
 
Current Liabilities
 
     Accounts payable $ 110,564   $ 26,134
     Accounts payable – related parties 2,778 104,000
     Accrued liabilities 240,625 1,774
 
Total Liabilities 353,967 131,908
 
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
     76,019,712 and 56,751,936 shares issued and outstanding, respectively 7,602 5,675
 
Additional Paid-in Capital 8,766,045 7,533,695
 
Deficit Accumulated During the Exploration Stage      (8,628,470 )      (7,600,250 )
 
Total Stockholders’ Equity (Deficit) 145,177 (60,880 )
 
Total Liabilities and Stockholders’ Equity (Deficit) $ 499,144 $ 71,028

The accompanying notes are an integral part of these consolidated financial statements
F-2



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

            Accumulated
from April 4,
2006  
For the For the (Date of
Year Ended Year Ended Inception) to
May 31, May 31, May 31,
2012 2011 2012
Expenses
 
     General and administrative $ 824,834 $ 126,334 $ 2,675,686
     Exploration mineral property costs 154,689 15,681 176,220
     Professional fees 48,697 136,806 666,111
 
Total Expenses 1,028,220 278,821 3,518,017
 
Net Loss Before Other Expenses (1,028,220 ) (278,821 ) (3,518,017 )
 
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 (1,028,220 ) (278,821 ) (3,597,981 )
 
Results from discontinued operations (5,030,489 )
 
Net Loss $ (1,028,220 ) $ (278,821 ) $      (8,628,470 )
 
Net Loss Per Share – Basic and Diluted (0.02 ) (0.02 )
 
Weighted Average Shares Outstanding      66,379,000      18,381,000

The accompanying notes are an integral part of these consolidated financial statements
F-3



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

                  Accumulated
from
For the For the April 4, 2006
Year Ended Year Ended (Date of Inception)
May 31, 2012 May 31, 2011 to May 31, 2012
Operating Activities
 
Net loss $      (1,028,220 )   $      (278,821 )   $            (8,628,470 )
 
Adjustments to reconcile net loss to net cash used in
operating activities
          Accretion of convertible debenture discount 31,396
          Amortization 1,160 676 1,893
          Shares issued for mineral property costs 22,500 2,323,600
          Impairment of mineral property costs 2,230,125
          Stock-based compensation 65,000 673,120
          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 323,281 (10,984 ) 686,865
          Other receivables 2,978 192 (2,739 )
          Prepaid expenses and other current assets (18,451 ) (1,549 ) (21,043 )
          Due to related parties (101,222 ) (86,146 ) (199,451 )
 
Net Cash Used in Operating Activities (732,974 ) (376,632 ) (2,874,196 )
 
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 (23,027 ) (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 1,116,777 500,000 5,278,352
          Proceeds from common stock subscription 10,350
          Share issuance costs (207,500 )
 
Net Cash Provided by Financing Activities 1,116,777 439,191 5,569,397
 
Increase In Cash 381,870 62,559 446,623
Cash - Beginning of Period 64,753 2,194
 
Cash – End of Period $ 446,623 $ 64,753 $ 446,623
 
Non-Cash Investing and Financing Activities:
 
     Subscription receivable $ 30,000 30,000
     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 $ $ 66,332 $ 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 consolidated financial statements
F-4



Buckingham Exploration Inc.
(An Exploration Stage Company)
Consolidated Statement of Stockholders’ Equity (Deficit)
For the Period from April 4, 2006 (Inception) to May 31, 2012

Deficit
Accumulated
Common Additional During the
Common Stock Stock Paid-in Exploration
Shares Par Value   Subscribed       Capital       Stage       Total
#       $       $ $ $ $
Balance – April 4, 2006 (Date of Inception)  
 
May 8, 2006 - issuance of common shares
for cash proceeds at $0.04 per share 50,000 5 1,995 2,000
 
May 20, 2006 - issuance of common shares
for cash proceeds at $0.04 per share 2,500 100 100
 
May 26, 2006 - issuance of common shares
for cash proceeds at $0.04 per share 2,500 100 100
 
May 31, 2006 - common shares subscribed
at $40 per share 10,350 10,350
 
Net loss for the period (6,416 ) (6,416 )
 
Balance – May 31, 2006 55,000 5 10,350 2,195 (6,416 ) 6,134
 
July 1, 2006 - issuance of common shares
for cash proceeds at $40 per share 1,318       (10,350 ) 52,725 42,375
 
August 8, 2006 - issuance of common
shares for acquisition of mineral property at
$40 per share 5,000 1 199,999 200,000
 
September 28, 2006 - issuance of common
shares for transfer agent expenses at $40
per share 300 12,000 12,000
 
May 7, 2007 - issuance of common shares
for cash proceeds at $40 per share 50 2,000 2,000
 
May 7, 2007 - issuance of common shares
for cash proceeds at $40 per share 500 20,000 20,000
 
May 7, 2007 - issuance of common shares
for acquisition of mineral property at $40 per
share 12,500 1 499,999 500,000
 
May 11, 2007 - issuance of common shares
for mineral property finders fee at $40 per
share 2,500 100,000 100,000
 
May 16, 2007 - issuance of common shares
for cash proceeds at $100 per share 10,750 1 1,074,999 1,075,000
 
May 16, 2007 - issuance of common shares
for finders fee at $100 per share 538 53,750 53,750
 
Stock-based compensation 134,999 134,999
 
Share issuance expenses (53,750 ) (53,750 )
 
Net loss for the year (1,663,949 ) (1,663,949 )
 
Balance – May 31, 2007 88,456 8   2,098,916     (1,670,365 ) 428,559

The accompanying notes are an integral part of these consolidated financial statements
F-5



Buckingham Exploration Inc.
(An Exploration Stage Company)
Consolidated Statement of Stockholders’ Equity (Deficit)
For the Period from April 4, 2006 (Inception) to May 31, 2012

Deficit
Accumulated
Common Additional During the
Common Stock Stock Paid-in Exploration
Shares       Par Value       Subscribed       Capital       Stage Total
# $ $ $ $       $
Balance – May 31, 2007 88,456 8 2,098,916 (1,670,365 ) 428,559  
 
August 10, 2007 - issuance of common
shares for cash proceeds at $200 per share 8,750 1 1,749,999   1,750,000
 
September 4, 2007 - issuance of common
shares for cash proceeds at $200 per share 500 100,000 100,000
 
September 12, 2007 - issuance of common
shares for cash proceeds at $200 per share 1,000 200,000 200,000
 
September 12, 2007 - issuance of common
shares for cash proceeds at $200 per share 125 25,000 25,000
 
September 25, 2007 - issuance of common
shares for cash proceeds at $200 per share 500 100,000 100,000
 
October 5, 2007 - issuance of common
shares for cash proceeds at $200 per share 750 150,000 150,000
 
October 18, 2007 - issuance of common
shares for cash proceeds at $200 per share 500 100,000 100,000
 
November 6, 2007 - issuance of common
shares for cash proceeds at $200 per share 500 100,000 100,000
 
January 8, 2008 - issuance of common
shares for mineral property at $200 per share 7,500 1 1,499,999 1,500,000
 
April 18, 2008 - issuance of common shares
for consulting fees at $356 per share 125 44,500 44,500
 
April 21, 2008 - issuance of common shares
for cash proceeds at $200 per share 75 15,000 15,000
 
May 7, 2008 - issuance of common shares
for investor relations at $180 per share 625 112,500 112,500
 
Stock-based compensation 337,490 337,490
 
Share issuance expenses (207,500 ) (207,500 )
 
Net loss for the year (4,769,456 ) (4,769,456 )
 
Balance – May 31, 2008 109,406 10 6,425,904 (6,439,821 ) (13,907 )
 
October 9, 2008 - cancellation of common
shares issued for investor relations at $180
per share (625 ) (68,339 ) (68,339 )
 
September 24, 2008 - Fair value of warrants
issued with convertible debentures 111,556 111,556
 
December 9, 2008 - issuance of common
shares for consulting services at $12 per
share 1,250 15,000 15,000
 
Net loss for the year (622,429 ) (622,429 )
 
Balance – May 31, 2009 110,031 10 6,484,121     (7,062,250 ) (578,119 )

The accompanying notes are an integral part of these consolidated financial statements
F-6



Buckingham Exploration Inc.
(An Exploration Stage Company)
Consolidated Statement of Stockholders’ Equity (Deficit)
For the Period from April 4, 2006 (Inception) to May 31, 2012

Deficit
Accumulated
Common   Additional During the
Common Stock Stock Paid-in Exploration
      Shares       Par Value       Subscribed       Capital       Stage       Total
# $ $ $ $ $
Balance – May 31, 2009 110,031 10 6,484,121 (7,062,250 ) (578,119 )
 
June 5, 2009 – issuance of common stock
in lieu of interest at $4 per share 2,537 1 10,145 10,146
 
February 12, 2010 – issuance of common
stock for mineral property at $4.40 per share 250 1,100 1,100
 
Gain on settlement of debt 453,987 453,987
 
Net loss for the year (259,179 ) (259,179 )
 
Balance – May 31, 2010 112,818 11 6,949,353 (7,321,429 ) (372,065 )
   
August 20, 2010 – issuance of common
stock in lieu of interest at $4 per share 5,918 1 23,673 23,674
 
December 16, 2010 - issuance of common
shares for cash proceeds of $0.01 per share 15,000,000 1,500 148,500 150,000
 
February 10, 2011 - issuance of common shares
for cash proceeds of $0.01 per share 35,000,000 3,500 346,500   350,000
   
February 25, 2011 - issuance of common shares      
for settlement of debt at $0.01 per share 540,000   54   5,346 5,400
     
April 5, 2011 - issuance of common shares for    
settlement of debt at $0.01 per share 1,000,000 100   9,900 10,000
 
April 18, 2011 - issuance of common shares for        
settlement of debt at $0.01 per share   5,093,200 509 50,423 50,932
 
Net loss for the year (278,821 ) (278,821 )
 
Balance – May 31, 2011 56,751,936   5,675 7,533,695 (7,600,250 ) (60,880 )
 
September 30, 2011 – issuance of common
shares for mineral property at $0.15 per share 150,000 15   22,485 22,500
 
October 12, 2011 – issuance of common shares      
for cash proceeds of $0.05 per share 14,300,000 1,430 713,570 715,000
 
January 25, 2012 – issuance of common shares  
for services at $0.13 per share 500,000 50 64,950 65,000
 
May 31, 2012 – issuance of common shares for
cash proceeds of $0.10 per share 4,017,776 402 401,375 401,777
 
Subscription receivable- issuance of common
shares at $0.10 per share 300,000 30 29,970 30,000
 
Net loss for the year (1,028,220 ) (1,028,220 )
 
Balance – May 31, 2012 76,019,712 7,602 8,766,045     (8,628,470 ) 145,177

The accompanying notes are an integral part of these consolidated financial statements
F-7



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

1. Nature of Operations and Continuance of Business
        
Buckingham Exploration Inc. (“we”, “our” 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. As at May 31, 2012, the Company has a working capital of $143,107 and an accumulated deficit of $8,628,470. 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.
 
As at May 31, 2012, the Company had $446,623 cash in the bank. The Company requires a minimum of $200,000 to proceed with their plan of operations over the next twelve months. If they achieve less than the full amount of financing that they require they 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. Summary of Significant Accounting Policies
 
(a) Principles of consolidation
        
The consolidated financial statements include the accounts of Buckingham Exploration Inc. and its wholly owned subsidiary, 0887717 BC Ltd. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany balances and transactions are eliminated upon consolidation.
 
(b) Use of Estimates
 
The preparation of these 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, stock-based compensation expense, and deferred income tax asset allowances. 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) 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.

F-8



Buckingham Exploration Inc.
(An Exploration Stage Company)
Notes to the Consolidated Financial Statement
s

3. Summary of Significant Accounting Policies (continued)
        
(d) Property and Equipment
        
Property and equipment comprised of computer is recorded at cost and amortized over 3 years using the straight line method.
 
(e) Basic and Diluted Net Earnings (Loss) Per Share
 
The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings per Share which 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. A total of 25,000,000 (2011 – 25,000,000) outstanding warrants have been excluded from the years ended May 31, 2012 and 2011 as they would be anti-dilutive.
 
(f) Comprehensive Loss
 
ASC 220, Comprehensive Income establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, 2012 and 2011 the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
 
(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. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment 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.
 
(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 ASC 440 Asset Retirement and Environmental Obligations. The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. As at May 31, 2012 and 2011, the Company has not incurred any asset retirement obligations.

F-9



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

3. Summary of Significant Accounting Policies (continued)
                       
(i) Long-Lived Assets
 
In accordance with ASC 360, Property Plant and Equipment, 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
 
ASC 825, Financial Instruments, requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
 

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Company’s financial instruments consist principally of cash, other receivables, accounts payable and accounts payable to related parties.

Pursuant to ASC 825, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of the other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

 
(k) Income Taxes
 
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted ASC 740, Income Taxes as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

F-10



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

3. Summary of Significant Accounting Policies (continued)
                 
(l) Stock-Based Compensation
 
The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, and ASC 505, Equity based payments to non employees, using the fair value method. 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. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.
 
(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 ASC 740 Foreign Currency Translation Matters, 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 financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.
 
(n) Recent Accounting Pronouncements
 
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
 
(o) Reclassification
 
Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.
 
(p) Development stage
 
The Company complies with Statement of Financial Accounting Standard ASC 915-15 and the Securities and Exchange Commission Exchange Act 7 for its characterization of the Company as development stage.
 
4. Property and Equipment
Net Book Value Net Book Value
Accumulated May 31, May 31,
Cost Amortization 2012 2011
      $       $       $       $
         Computer 3,963 1,893 2,070 1,297

Depreciation expense totaled $1,160 and $677 for the years ended May 31, 2012 and 2011, respectively.

 
5. Mineral Properties
                   
a) On August 23, 2010, 0887717 B.C. Ltd. a British Columbia company and wholly owned subsidiary of the Company, entered into an option agreement (the “Option Agreement”) with Murray Scott Morrison, pursuant to which the Company was granted the option to acquire a 100% interest in a mineral property located in the Greenwood Mining Division, British Columbia, Canada (the “Property”). In accordance with the provisions of the Option Agreement, the Company exercised its option by making a payment of $5,000 on the date of execution of the Option Agreement, incurring not less than $10,000 in expenditures related to exploration and development on the Property prior to September 30, 2010 and paying a sum of $1,000 before November 30, 2010. Pursuant to the terms of the Option Agreement, Mr. Morrison was granted a stock option to purchase up to 10% of the total issued and outstanding share capital of the Company at the total price of $1.00, which may be exercised when a probable mineral reserve is discovered on the Property. The Stock Option expires after 36 months from the date of the Option Agreement.
 
b) 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 2 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 given recovery of economic reserves cannot be determined.

F-11



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

6. Related Party Transactions and Balances
                 
a) Included in accounts payable-related party at May 31, 2012, is $2,778 (2011 - $104,000), which is due to the former Chairman of the Company, representing unpaid expenses. These amounts are unsecured, non-interest bearing and have no repayment terms.
 
b) Included in advances-related party at May 31, 2012, is $10,000 due from a company with common directors which was subsequently repaid.
 
c) During the year ended May 31, 2012, the Company paid its President of the Company management fees in the amount of $56,000 (2011 - $nil).
 
d) During the year ended May 31, 2012, the Company paid its former Chairman management fees in the amount of $96,000 (2011 - $108,706).
 
e) On September 1, 2011, the Company entered into a Domain Purchase Agreement with the former Chairman of the Company whereby the Company purchased a domain name entitled Buckingham.com in consideration for $10,000, which is accounted for as compensation expense.
 
f) On January 25, 2012, the Company issued 500,000 shares of common stock with a fair value of $0.13 per share to a former director of the Company as a one-time incentive for joining the Company’s board of directors and other contributions to-date valued at $65,000.
 
7. Common Stock
 
Common stock issued during the year ended May 31, 2012:
 
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)).
 
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 the Company’s board of directors and other contributions to-date valued at $65,000.
 
d) On May 31, 2012, the Company issued 4,317,776 shares of common stock at $0.10 per share for total proceeds of $431,778 through private placement offerings. Of the total proceeds, the Company received $30,000 subsequent to year-end, the Company has shown $30,000 as subscription receivable on the balance sheet.
 
Common stock issued during the year ended May 31, 2011:
 
a) On July 23, 2010, the Company affected a 1 for 400 reverse stock split of the issued and outstanding common stock. As a result, the issued and outstanding shares decreased from 45,126,850 shares of common stock to 112,818 shares of common stock. The number of shares that the Company is authorized to issue did not change as a result of the common stock split and remain at 80,000,000 common shares and 20,000,000 preferred shares all with a par value of $0.0001. All share, stock option and warrant amounts have been retroactively adjusted for all periods presented.
 
b) On August 20, 2010, the Company issued 2,536 restricted common shares at $4.00 per share in full consideration of $10,146 in interest accrued.
 
c) On August 20, 2010, the Company issued 3,382 restricted common shares at $4.00 per share in full consideration of $13,528 in interest accrued.
 
d) On December 20, 2010, the Company completed a private placement of 15,000,000 units at $0.01 per unit, for proceeds of $150,000. Each unit is comprised of one share of common stock and one-half of one common stock purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 12 months.
 
e) On December 21, 2010, the Company increased its authorized capital from 80,000,000 shares of common stock with a par value of $0.0001 to 300,000,000 shares of common stock with a par value of $0.0001.
 
f) On February 10, 2011, the Company completed a private placement of 35,000,000 units at $0.01 per unit, for proceeds of $350,000. Each unit is comprised of one share of common stock and one-half of one common stock purchase warrant, with each full warrant exercisable at a price of $0.10 per share for 12 months.

F-12



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

g) On February 25, 2011, the Company issued 540,000 shares of common stock at a fair value of $0.01 per share in exchange for the settlement of $5,400 in debt.
                   
h) On April 5, 2011, the Company issued 1,000,000 shares of common stock at a fair value of $0.01 per share in exchange for the settlement of $10,000 in debt.
 
i) On April 18, 2011, the Company issued 5,093,200 shares of common stock at a fair value of $0.01 per share in exchange for the settlement of $50,932 in debt.
 
8. Share Purchase Warrants
 
A summary of the changes in the Company’s common share purchase warrants is presented below:

Weighted Average
      Number       Exercise Price
         Balance, May 31, 2010 5,000,000 $      0.10
 
     Expired (5,000,000 ) $ 0.10
 
     Issued 25,000,000 $ 0.10
Balance, May 31, 2011 25,000,000 $ 0.10
 
     Expired - -
 
     Issued - -
Balance, May 31, 2012 25,000,000 $ 0.10

        

A summary of the Company’s outstanding common share purchase warrants as at May 31, 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 due 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 due on February 10, 2012, to February 11, 2013. As of May 31, 2012 25,000,000 warrants are exercisable.

As at May 31, 2012, the intrinsic value of the common share purchase warrants was $125,000.

 
9. Commitments
          
The Company had agreed to pay the former Chairman of the Company a monthly fee of $8,000 for management services prior to his resignation.
 
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 (now resigned) is also a director 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 7(c)).
 
We lease premises, at the rate of $476 per month, located at Suite 418-831 Royal Gorge Blvd, Cañon City, Colorado 81212, from where we oversee our business activities.

F-13



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

10. Income Taxes
        
The Company has a net operating loss carryforward of $3,447,546 available to offset taxable income in future years which commence expiring in fiscal 2029.
 
The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of recovery for income taxes at the United States federal statutory rate compared to the Company’s income tax recovery reported is as follows:

May 31, May 31,
2012 2011
               $       $
Income tax recovery at statutory rate (359,877 ) (97,587 )
Non-deductible expenses 30,625
Change in valuation allowance 329,552 97,587
Provision for income taxes

        

The significant components of deferred income tax assets and liabilities at May 31, 2012 and 2011, are as follows:


May 31, May 31,
2012 2011
               $       $
Net operating loss carryforward 1,206,141 877,389
Valuation allowance (1,206,141 ) (877,389 )
Net deferred income tax asset

11. Subsequent Event
        
On July 20, 2012, the Company issued an aggregate of 2,750,000 shares of common stock to certain directors, officers and employees as compensation for services rendered from January 1, 2012 through June 30, 2012.The Company estimated the total compensation at May 31, 2012 to be $240,625 for services rendered from January 1, 2012 through May 31, 2012 and is properly accrued and presented in the financial statements. Of the total $240,625 compensation expense approximately $85,300 is due to the company President and former Chairman of the board of directors.

F-14



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

On October 7, 2010, Manning Elliott LLP resigned as our independent registered public accounting firm and we appointed MaloneBailey, LLP to act as our independent auditors. Manning Elliott served as our independent registered public accounting firm during the past two fiscal years and through October 7, 2010.

During the two prior fiscal years and through October 7, 2010, there were no disagreements (as defined in Item 304(a)(1)(v) of Regulation S-K) or reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K), except that our sole director and officer discussed with Manning Elliott the existence of material weaknesses in our internal control over financial reporting, as more fully described in our amended annual report on Form 10-K/A for the year ended May 31, 2010, filed on September 24, 2010 with the SEC.

See our Current Report on Form 8-K filed with the SEC on October 13, 2010 for more information.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by our management, with the participation of our principal executive officer and principal accounting 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 May 31, 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.

Based on that evaluation, and the material weaknesses outlined below under Internal Control Over Financial Reporting, our principal executive officer and principal accounting officer concluded, as of the end of the period covered by this annual report, that, due to weaknesses in our internal controls described below, 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 accounting officer to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining effective internal control over financial reporting. Under the supervision of our principal executive officer and principal accounting officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, 2012 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, 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. In its assessment of the effectiveness of internal control over financial reporting as of May 31, 2012, the Company determined that there were significant deficiencies that constituted material weaknesses, as described below.

23



1. Lack of proper segregation of duties due to limited personnel.
     
2. Lack of a formal review process that includes multiple levels of review, resulting in adjustments related to common stock, unrecorded liabilities and share based compensation.

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

In light of the existence 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 internal controls. As a result, management has concluded that the Company did not maintain effective internal control over financial reporting as of May 31, 2012 based on criteria established in Internal Control—Integrated Framework issued by COSO.

MaloneBailey LLP, an independent registered public accounting firm, is not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of May 31, 2012 pursuant to rules of the SEC.

Changes in Internal Control

During the quarter ended May 31, 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.

Item 9A(T). Controls and Procedures

Not Applicable.

Item 9B. Other Information

None.

24



PART III

Item 10. Directors, Executive Officers, Promoters and Corporate Governance

Our bylaws allow the number of directors to be fixed by the Board of Directors. Our Board of Directors has fixed the number of directors at three. In August 2012, Benjamin Auld resigned as a director of our company for personal reasons. In September 2012, Christopher Robin Relph resigned as a director and the Chairman and Chief Financial Officer of our company. We appointed Simon Eley, our current President and Chief Executive Officer, as interim Chief Financial Officer. In line with our plans, we expect to appoint additional directors and officers to manage our growth going forward.

Our current directors and officers are as follows:

Name       Age      Position
Simon Eley 40   Director, President, Chief Executive Officer and Chief Financial Officer

Our directors serve as directors until our next annual shareholders’ meeting or until a successor is elected and qualified. Officers hold their positions at the discretion of the Board of Directors. There are no arrangements, agreements or understandings between non-management shareholders and management under which non-management shareholders may directly or indirectly participate in or influence the management of our affairs.

Simon Eley, President, Chief Executive Officer, Chief Financial Officer and Director

Mr. Eley has been a director since December 20, 2010, Chief Executive Officer since September 22, 2011 and Chief Financial Officer since September 12, 2012. He is an Australian solicitor with wide experience in the resources sector. Mr. Eley is currently a director of Auricup Resources Ltd and was a director of Aragon Resources Ltd. He led the team that secured the Central Murchison Gold Project which became Aragon's core asset with approximately 2 million ounces in JORC compliant resources. Aragon was taken over by Westgold Resources Ltd in 2011 valuing Aragon at $76 million. He worked for Woodside in Mauritania, West Africa in an advisory and commercial role dealing with government, joint venture partners and local and international contractors. He has also worked for Aquila Resources, Manhattan Corporation, Clough and Clayton Utz. Mr. Eley’s experience includes capital raisings, corporate matters, various commercial arrangements (including joint venture and farm-in agreements), and matters relating to mining law, toll treatment arrangements, litigation and alternative dispute resolution. At Aquila and Manhattan he was engaged in corporate management and strategy. He also has hands on experience in operating base metal and gold mines in Western Australia and the Northern Territory.

25



Significant Employees

Other than our officers, there are no other individuals that make a significant contribution to our business.

Family Relationships

None.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:

  • any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
     
  • any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
     
  • being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
     
  • being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Director Independence

We currently have three directors, none of whom is considered to be independent under applicable SEC rules.

Nominating Committee

Given our size and limited financial resources, we have not implemented a nominating committee. Our current directors consider nominations to our board. We have not implemented any material changes to the procedures by which security holders may recommend nominees to our Board of Directors during the twelve months ended May 31, 2012.

26



Audit Committee

On September 25, 2009, we implemented an audit committee currently comprised of our directors. The audit committee adopted an audit committee charter governing the duties of the audit committee. In accordance with the audit committee charter, our audit committee is responsible for: (1) the selection and oversight of our independent auditors; (2) the selection, evaluation and recommendation to the Board, for shareholder approval, of the auditor to examine our accounts, controls and financial statements; (3) recommending to the Board the compensation to be paid to our external auditors; (4) pre-approval of all non-audit services to be provided by the auditor to us or our subsidiaries; (5) oversight of the work of the auditor; (6) review of our audited consolidated financial statements, interim financial statements, our management’s discussion and analysis, and recommendation of their approval to the Board; and (7) review and consideration of any significant reports and recommendations issued by our auditors. A copy of our audit committee charter is filed as an exhibit to this report.

Audit Committee Financial Expert

We do not have an audit committee financial expert as we believe that the cost related to retaining a financial expert at this time is prohibitive. Further, because we have limited operations at the present time, we believe the services of a financial expert are not warranted.

Code of Ethics

We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as we currently have limited financial resources and only two directors and officers. We plan to adopt a code of ethics as our business develops and we appoint additional directors and officers.

Section 16(a) Beneficial Ownership Compliance Reporting

Section 16(a) of the Securities Exchange Act of 1934 requires a company’s directors and officers, and persons who own more than ten-percent (10%) of the company’s common stock, to file with the Securities and Exchange Commission reports of ownership on Form 3 and reports of change in ownership on Forms 4 and 5. Such officers, directors and ten-percent stockholders are also required to furnish the company with copies of all Section 16(a) reports they file. Based on information provided to us, all such reports have been filed under Section 16(a) of the Securities Exchange Act of 1934, however Mr. Relph and Mr. Eley were late in filing a Form 4 and Schedule 13D/A.

27



Item 11. Executive Compensation

Summary Compensation Table

The following table sets forth, as of May 31, 2012, the compensation paid to our principal executive officers during the last two completed fiscal years.

Summary Compensation Table
Name and Year Salary Bonus Stock Option Non-Equity Nonqualified All Other Total
Principal Awards Awards Incentive Deferred Compensation
Position Plan Compensation
Compensation Earnings
($) ($) ($) ($) ($) ($) ($)
C. Robin 2011 $108,000 0 0 0 0 0 0 $108,000
Relph(1) 2012 $96,000 0 0 0 0 0 0 $96,000
Simon 2011 0 0 0 0 0 0 0 0
Eley(1) 2012 $56,000 0 0 0 0 0 0 $56,000

(1)      Christopher Robin Relph was our President, Chief Executive Officer and Chief Financial Officer during the year ended May 31, 2011 and until September 2011, when Simon Eley was appointed our President and Chief Executive Officer in place of Mr. Relph, who was appointed our Chairman and remained as Chief Financial Officer. Mr. Eley replaced Mr. Relph as Chief Financial Officer in September 2012.

Option Grants

We did not grant any stock options or other similar securities to our directors or officers during the year ended May 31, 2012 or 2011. Our directors and officers do not own any stock options or other similar securities of our company, except that Mr. Relph (a director and officer until September 2012) holds warrants to acquire up to two million shares at a price of $0.10 per share expiring February 11, 2013. See Item 12.

Management Agreements

We entered into a management agreement with Christopher Robin Relph on May 7, 2007 with effect from March 1, 2007 regarding Mr. Relph’s service as our President, CEO and CFO. Pursuant to this agreement, Mr. Relph receives remuneration at the rate of $10,000 per month commencing March 1, 2007, payable at the beginning of each month, or accruing as a debt owing by us to Mr. Relph. In addition, Mr. Relph also received options to purchase 5,000 shares of our common stock at $40 per share until May 7, 2010, which expired unexercised.

On April 30, 2008 we entered into an amendment to the management agreement with Mr. Relph whereby we agreed to pay Mr. Relph $20,000 per month commencing March 15, 2008; payable at the beginning of each month, or accruing as a debt owing by us to Mr. Relph. By further amendment, Mr. Relph’s pay was reduced to $10,000 per month effective December 1, 2008.

We and Mr. Relph mutually terminated this management agreement effective December 1, 2010 pursuant to the terms of the agreement. We agreed to pay Mr. Relph CDN$24,000 for his services for the quarter ended February 28, 2011 and to pay Mr. Relph CDN$8,000 for his services going forward. No early termination penalties were incurred as a result of the termination of the Management Agreement. Mr. Relph resigned as a director and officer of our company in September 2012.

Compensation upon Change of Control

As of May 31, 2012, we had no pension plans or compensatory plans or other arrangements, which provide compensation on the event of termination of employment or change in control of us.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

28



Compensation of Directors

We did not pay director's fees or other cash compensation to our directors for services rendered as directors in the year ended May 31, 2012 or 2011. We have no standard arrangements pursuant to which our directors are compensated for their services in their capacity as directors. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily required of a director. No director has received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.

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

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of September 12, 2012 by: (i) each of our directors, (ii) each of our named executive officers and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. There were 78,769,712 shares of common stock of the Company outstanding at September 12, 2012. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own. The number of shares described below includes shares which the beneficial owner has the right to acquire within 60 days of the date of this annual report.

Name Amount and Nature of Percent of
Title of Class of Beneficial Owner Beneficial Ownership Class
Common Stock Simon Eley 1,850,000(1) 2.3%
All Officers and Directors as a Group 1,850,000(1) 2.3%
Common Stock Christopher Robin Relph 6,805,208(2) 8.4%
Common Stock Aviador Corporation Pty. Ltd. 22,500,000(3) 26.1%
Common Stock BC & N Pollard ATF Geovet Family Trust 5,400,000(4) 6.7%
Common Stock Six Fingers Pty Ltd. 7,159,000(5) 8.9%
Common Stock Smart Train Australian Pty Ltd. 5,400,000(6) 6.7%
Common Stock Resmin Pty Ltd. 4,500,000(7) 5.6%

(1)      In addition, Aviador Corporation Pty. Ltd. (“Aviador”) owns 15,000,000 shares of common stock and warrants to acquire 7,500,000 shares of common stock of the Company and Resmin Pty Ltd. (“Resmin”) owns 3,000,000 shares of common stock and warrants to acquire 1,500,000 shares of common stock of the Company. Mr. Eley is a director of both Aviador and Resmin and disclaims beneficial ownership of these securities as investment and voting control over these securities rests with the board of directors of Aviador and Resmin, respectively.

29



(2)      Mr. Relph resigned as a director and officer in September 2012. Represents 4,805,208 shares of common stock and warrants to acquire 2,000,000 shares of common stock of the Company held by Mr. Relph. In addition, Buckingham Securities Limited owns 1,200,000 shares of common stock and warrants to acquire 200,000 shares of common stock of the Company. Mr. Relph is the President of Buckingham Securities Limited and disclaims beneficial ownership of the securities held by Buckingham Securities Limited as investment and voting control over these securities rests with the board of directors of Buckingham Securities Limited.
 
(3) Represents 15,000,000 shares of common stock and warrants to acquire 7,500,000 shares of common stock of the Company.
 
(4) Represents 3,600,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Company.
 
(5) Represents 5,359,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Company.
 
(6) Represents 3,600,000 shares of common stock and warrants to acquire 1,800,000 shares of common stock of the Company.
 
(7) Represents 3,000,000 shares of common stock and warrants to acquire 1,500,000 shares of common stock of the Company.

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

During the years ended May 31, 2012 and 2011, we incurred $12,778 and $104,000, respectively, which is due to Christopher Robin Relph, the former Chairman of the Company. The amounts represent unpaid management fees, cash advances and expenses paid on behalf of the Company. These amounts are unsecured, non-interest bearing and have no repayment terms.

On September 1, 2011, the Company entered into a Domain Purchase Agreement with the Mr. Relph whereby the Company purchased the domain name Buckingham.com in consideration for $10,000.

At May 31, 2012, $10,000 was due from a company with common directors which was subsequently repaid.

Other than as described above, we have not entered into any transactions with our officers, directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.

30



Item 14. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table represents fees for the professional audit services and fees billed for other services rendered by our auditors, Malone Bailey LLP, for the audit of our annual financial statements for the years ended May 31, 2011 and 2012 and any other fees billed for other services rendered by Malone Bailey LLP during these periods.

Year Ended May 31, Year Ended May 31,
2012 2011
Audit fees $16,000 $15,000
Audit-related fees 0 0
Tax fees 0 0
All other fees 0 0
Total $16,000 $15,000

Since our inception, our Board of Directors, performing the duties of the Audit Committee, reviews all audit and non-audit related fees at least annually. The Board of Directors as the Audit Committee pre-approved all audit related services in fiscal 2012.

31



PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statement Schedules

None.

Exhibits

Exhibit      Exhibit
Number   Description
3.1 Articles of Incorporation(1)
3.2 Amendment to Articles of Incorporation(2)
3.3 Bylaws(2)
4.1 2007 Non-Qualified Stock Plan (3)
4.2 2007 Non-Qualified Stock Option Plan (3)
10.1 Property Purchase Agreement with Jason McLaughlin dated September 30, 2011(4)
10.2 Domain Purchase Agreement with Christopher Robin Relph dated September 22, 2011(5)
10.3 Debt Conversion Agreements with various investors (6)
10.4 Option Agreement between 0887717 B.C. Ltd. and Mr. M. S. Morrison dated August 23, 2010 (7)
16.1 Letter Re: Change in Certifying Accountant(8)
21.1 Subsidiaries of the Registrant – 0887717 B.C. Ltd.
31.1 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
32.1 Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

99.1

Audit Committee Charter, dated September 25, 2009 (9)

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


(1)      Included as an exhibit with our Form SB-2 filed October 13, 2006.
 
(2) Included as an exhibit with our Form 8-K filed February 1, 2011.
 
(3) Included as an exhibit with our Form S-8 filed November 23, 2007.
 
(4) Included as an exhibit with our Form 8-K filed October 3, 2011.
 
(5) Included as an exhibit with our Form 8-K filed September 23, 2011.
 
(6) Included as an exhibit with our Form 8-K filed June 2, 2011.
 
(7) Included as an exhibit with our Form 8-K filed August 26, 2010.
 
(8) Included as an exhibit with our Form 8-K filed on October 26, 2010.
 
(9) Included as an exhibit with our Form 10-Q filed on January 19, 2010.

32



SIGNATURES

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

Buckingham Exploration Inc.
 
Date: September 13, 2012 By:  /s/ Simon Eley
Simon Eley
President and Chief Executive Officer

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

SIGNATURES       TITLE       DATE
Director, President, Chief
Executive Officer and Chief
/s/ Simon Eley Financial Officer September 13, 2012
Simon Eley

33


PINX:BUKX Annual Report 10-K Filling

PINX:BUKX Stock - Get Annual 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.

PINX:BUKX Annual Report 10-K Filing - 5/31/2012
Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol |  Title Star Rating |  Category |  Total Assets |  Top Holdings |  Top Sectors |  Symbol |  Name Title |  Date |  Author |  Collection |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Star Rating |  Market Cap |  Stock Type |  Sector |  Industry Star Rating |  Investment Style |  Total Assets |  Category |  Top Holdings |  Top Sectors |  Symbol / Ticker |  Title Star Rating |  Category |  Total Assets |  Symbol / Ticker |  Name Title |  Date |  Author |  Collection |  Popularity |  Interest Title |  Date |  Company |  Symbol |  Interest |  Popularity Topic |  Sector |  Key Indicators |  User Interest |  Market Cap |  Industry Name |  Ticker |  Popularity |  Our Choices |  Most Recent Title |  Date |  Company |  Symbol |  Interest |  Popularity

Previous: PINX:BTZO Bitzio Inc Quarterly Report 10-Q/A Filing - 6/30/2012  |  Next: PINX:BUKX Insider Activity 3 Filing - 1/25/2012