~~We currently own options to acquire a 100% interest~~

The operations of our subsidiaries have been presented as discontinued operations in ~~two mineral properties located~~our financial statements for the year ended May 31, 2009 as we are in the ~~Province~~process of ~~British Columbia, Canada, which~~transferring of our ownership to one or more of our debentureholders pursuant to a settlement agreement reached on August 27, 2009 after we ~~acquired in January and August 2010. We have not conducted any material exploration work~~defaulted on ~~these properties. We previously held interests in two mineral properties located in the State of Colorado which we acquired in June 2007 and January 2008. Pursuant to~~ the terms of ~~a settlement agreement entered in August 2009, we transferred all of our interest in these~~three secured convertible debenture purchase agreements that have been outstanding since September 24, 2008. We are actively seeking new properties to acquire, explore and develop or a ~~debentureholder in October 2009 in settlement~~business combination to consummate. For further details, see “Item 1. Description of ~~amounts owing by us under certain debentures upon an event of default under the debentures.~~

Our plan of operations for the next 12 months is to explore our mineral properties. We plan to begin by conducting a small exploration project on each of our properties in the next month involving mapping and property surveys, among other things, at a cost of approximately $10,000 per property. We anticipate we will require approximately $0.5 million to carry out any further exploration plans over the next 12 months. As at May 31, 2010, we had cash of $2,194 and a working capital deficit of $374,038 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 in vestment.

Business” herein.

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, ~~2010.~~2009. As of May 31, ~~2010,~~2009, we had an accumulated deficit of ~~$7,321,429.~~$7,062,250. We anticipate that we will not earn any revenues during the current fiscal year or in the foreseeable future as we are ana mineral exploration ~~stage~~ company.

During the year ended May 31, 2009, we defaulted under three secured convertible debenture purchase agreements as we were unable to pay fees to maintain our interest in any of our 472 mineral ~~claims located in Colorado. We~~claims. As such, we entered into a settlement agreement on August 27, 2009 with one of our debentureholders ~~in settlement of amounts owning under our convertible debentures~~ which ~~required~~includes the transfer of ~~all of~~ our ~~interest in~~ two subsidiaries and all of their assets, ~~to the debentureholder,~~ including all mineral claims, intellectual property rights and property and ~~equipment, which was completed in October 2009.~~equipment. Our management is actively seeking new properties to acquire, explore and develop. However there can be no assurance we will acquire any new properties or successfully find or negotiate a business combination or that any business combination that may be finalized will become profitable.

~~Expenses~~

~~From April 4, 2006 (date of inception)~~At this time, our ability to ~~May 31, 2010,~~generate any revenues continues to be uncertain. Until such time as we are able to acquire, explore and develop any new properties or finalize a business combination and begin generating revenues, we will continue to incur substantial losses. The auditor's report on our ~~total expenses were $2,210,976, comprised of $480,608 in professional fees, $5,850 in mineral property costs and $1,724,518 in general and administrative expenses.~~

~~Our total expenses decreased to $240,982~~audited financial statements for the year ended May 31, 2010 from $478,613 for the year ended May 31, 2009. The decrease in total expenses was mainly due to reduced overhead expenses as a result of curtailing our exploration activities due to a lack of financial resources.

We recognized total other expenses of $79,964 from our inception to May 31, 2010, primarily due to interest expense and amounts owing under our convertible debentures. For the year ended May 31, 2010, we recognized total other expenses of $13,877, compared to $60,961 for the yearyears ended May 31, 2009 ~~due to interest expense~~ and ~~amounts owing under our convertible debentures.~~

~~Loss From Discontinued Operations~~

We recognized a loss from discontinued operations of $4,320 during the year ended May 31, 2010, compared to a loss from discontinued operations of $82,855 during the year ended May 31, 2009, due to the transfer of all of our interest in two subsidiaries (and related assets) as a result of our default under our convertible debentures. This See Note 11 to our audited financial statements included in this annual report for more information.

~~Net Loss~~

~~For the year ended May 31, 2010, we recognized a net loss of $259,179, compared to a net loss of $622,429 for the year ended May 31, 2009.~~

~~Liquidity and Capital Resources~~

~~As of May 31, 2010, we had cash of $2,194, a working capital deficit of $374,038, total assets of $7,788, total liabilities of $379,853 and~~2008 contains an ~~accumulated deficit of $7,321,429.~~

We have funded our operations primarily by a combination of private placements, advances from related parties and loans. From April 4, 2006 (date of inception) to May 31, 2010, financing activities provided cash of $4,013,429, primarily from the sale of our common stock. During the fiscal year ended May 31, 2010, financing activities provided cash of $16,171, compared to $368,461 in the year ended May 31, 2009, primarily from advances from related parties and loans.

Operating activities used cash of $55,466 for the year ended May 31, 2010, compared to $388,654 for the year ended May 31, 2009, primarily as a result of the curtailment of exploration activities due to our limited resources. An increase in accounts payable and accrued liabilities provided cash of $201,746 in the year ended May 31, 2010, compared to $89,714 in the prior year.

Investing activities during the year ended May 31, 2010 provided cash of $38,217, compared to $12,496 in the prior year, primarily due to the disposition of our interest in our subsidiaries resulting from the settlement of our convertible debentures.

We expect that our total expenses will increase over the next year as we increase our business operations and exploration activities on our mineral properties. We do not anticipate generating any revenues for the foreseeable future. Our plan of operations for the next 12 months is to explore our mineral properties. We anticipate we will require approximately $0.5 million to carry out our exploration plans over the next 12 months 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.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have tangible assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stock to finance our operations. In the absence of such financing, we may be forced to abandon our business plan.

~~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, 2010 have been prepared on a going concern basis and Note 1 to the statements~~explanatory paragraph which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any ~~adjustments~~adjustment that might result from the outcome of this uncertainty.

Expenses

From April 4, 2006 (date of inception) to May 31, 2009, our total expenses were $1,969,995, comprised of $377,431 in professional fees and $1,592,564 in general and administrative expenses.

Our total expenses decreased by $690,848 to $478,613 for the year ended May 31, 2009 from $1,169,461 for the year ended May 31, 2008. The decrease in total expenses was mainly due to reduced overhead expenses as a result of curtailing our exploration activities in response to a lack of financial resources.

The major components of our total expenses for the fiscal year ended May 31, 2009 are $379,433 in general and administrative expenses and $99,180 in professional fees. Included in general and administrative expenses is $88,210 in stock based compensation.

We have ~~not generated any revenues, have achieved losses since~~recognized total other expenses of $66,087 from our inception to May 31, 2009, including $46,867 in interest expense. For the year ended May 31, 2009, we had interest expense of $39,539 as a result of three convertible debentures outstanding from September 24, 2008 and ~~rely upon~~accruing interest monthly at a rate of 10% per annum. One of the ~~sale~~three convertible debenture agreements replaced an operating loan that was outstanding for the balance of the May 31, 2009 fiscal year of $225,000 which accrued interest monthly at a rate of 1%.

Our professional fees consisted primarily of legal, accounting and auditing fees. Our general and administrative expenses consist of expenses not directly related to the exploration activities carried out by our ~~common stock~~subsidiaries and ~~loans from related~~include management fees, consulting fees, foreign exchange loss, transfer agent and ~~other parties to fund our operations. We do not anticipate generating any revenues in the foreseeable future,~~filing fees, office supplies, travel expenses, rent, communication expenses (cellular, internet, fax and ~~if we are unable to raise equity or secure alternative financing, we may not be able to pursue our plans~~telephone), bank changes, advertising and ~~our business may fail.~~promotion costs, office maintenance, courier and postage costs and office equipment.

1719

Loss From Discontinued Operations

We are an exploration stage company and are heavily dependent on equity financing to sustain our operations. The current economic downturn has impacted our ability to sell common stock and we have relied on debt financing to the extent possible to sustain limited operating activities. We were unable to pay the necessary fees to maintain our interest in our mineral claims. As such, we defaulted on the terms of three outstanding convertible debenture agreements by communicating our inability to pay our debts as they became due. We entered into a settlement agreement on August 27, 2009 with one of our debentureholders, Regal Uranium Inc., pursuant to which we will transfer all interest in our two subsidiaries, all property and equipment and all intellectual property to Regal Uranium. Regal Uranium has agreed to pay us $50,000 and to use its best effor ts to have the remaining two debentures assigned to Regal Uranium.

We recognized a loss from discontinued operations of $82,855 during the year ended May 31, 2009 due to the planned transfer of our two subsidiaries as a result of our default on three convertible debentures outstanding since September 24, 2008. This compares to a loss from discontinued operations of $3,595,796 during the year ended May 31, 2008, as reclassified in accordance with US GAAP for comparison purposes.

The primary component of loss from discontinued operations for the year ended May 31, 2009 is mineral property costs of $63,870. In addition, we had amortization expense of $6,991, general and administrative costs of $4,117 and a loss on disposal of property and equipment of $7,878.

For the year ended May 31, 2008, our loss from discontinued operations was comprised of mineral property costs of $319,658, costs to impair our mineral properties of $3,185,000 as it has not been determined whether the properties have proven or probable reserves, amortization expenses of $14,448, general and administrative expenses of $60,128, professional fees of $10,382 and a loss on disposal of property and equipment of $6,180.

On an aggregate basis, net loss from discontinued operations totalled $5,026,169.

Net Loss

For the year ended May 31, 2009 we incurred a net loss of $622,429 compared to a net loss of $4,769,456 for the year ended May 31, 2008. From April 4, 2006 (date of inception) to May 31, 2008, we incurred an aggregate net loss of $7,062,250.

Inflation and Changing Prices

Inflation and changing prices have had no impact on our net sales and revenues to date as we are an exploration stage company that has incurred net losses to date and has not generated any revenues.

Liquidity and Capital Resources

As of May 31, 2009, we had cash of $3,272 in our bank accounts and a working capital deficit of $596,158. We had total assets of $24,572 and total liabilities and current liabilities of $602,691. Our accumulated deficit was $7,062,250.

Our net loss of $7,062,250 from April 4, 2006 (date of inception) to May 31, 2009 has been primarily funded by a combination of private placements and loans. From April 4, 2006 (date of inception) to May 31, 2009, we raised cash proceeds from the sale of common stock, net of issuance costs, of $3,464,425. During the fiscal year ended May 31, 2009 we received net cash from financing activities of $368,461. This included an operating loan in the amount of $225,000, bearing interest of 1% per month. On September 4, 2008, $25,000 of the principle balance was repaid and on September 24, 2008 the balance of all outstanding loans of $350,000 was converted into secured convertible debentures.

Since April 4, 2006 (date of inception) to May 31, 2009, we raised net proceeds of $3,994,970 in cash from financing activities.

We used net cash of $388,654 in operating activities for the year ended May 31, 2009 compared to $1,152,210 for the year ended May 31, 2008. The decrease is attributed mainly to management’s decision to limit our exploration activities due to our limited resources, resulting in a decrease in operating activities.

We did not use any cash in, or receive any cash from, investing activities during the year ended May 31, 2009 as our financial resources were limited. We used net cash of $1,752,233 in investing activities for the year ended May 31, 2008.

We expect that our total expenses will increase over the next year as we increase our business operations and exploration activities of mineral properties. We have not been able to reach the break-even point since our inception and have had to rely on outside capital resources. We do not anticipate making any revenues for the next year. Over the next 12 months, we plan to initially concentrate on completing a comprehensive review of all the data available from the drill programs as well as carrying out a ground scintillation survey to identify new drill targets on any new properties acquired.

As of May 31, 2009 we had $3,272 in cash. We will receive an additional $50,000 in cash pursuant to the settlement agreement with Regal Uranium Inc. In order to find and negotiate a business combination or acquire an operating business or new properties, we may incur expenses that outpace our cash resources. Should we require additional capital resources, we will proceed by way of private placements, loans or possibly a direct offering. There can be no assurance we will successfully raise sufficient capital to meet our future cash requirements.

Off-Balance Sheet Arrangements

None.

Known Material Trends and Uncertainties

Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow from outside sources to sustain operations and meet our obligations on a timely basis, and ultimately upon our ability to attain profitability. There can be no assurance that we will have sufficient resources to acquire any new properties or complete any business combination or that our future operations will be profitable after completing a business combination.

These factors raise substantial doubt about our ability to continue as a going concern. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business. The threat that we will be unable to continue as a going concern will be eliminated only when our revenues have reached a level that is able to sustain our business operations.

We plan to review and identify potential businesses for acquisitions or other business combinations, or identify other properties for acquisition. Our management is unable to predict whether or when any property will be acquired or business combination will occur or the likelihood of any particular transaction being completed on favorable terms and conditions. We may be unable to obtain the necessary financing to complete any transactions and could financially overextend ourselves. Acquisitions or other business combinations may present financial, managerial and operational challenges, including difficulties in integrating operations and personnel. Any failure to integrate new businesses or manage any new transactions successfully could adversely affect our business and future financial performance.

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 2 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.

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. MineralOur mineral property exploration costs are ~~expensed~~expenses as incurred. Mineral property acquisition costs are initially ~~capitalized. The Company assesses~~capitalized when incurred using guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. We assess the carrying costs for impairment ~~under ASC 360,~~ ~~Property, Plant, and Equipment~~ atas the end of each fiscal quarter ~~end.~~under SFAS 144 “Accounting for Impairment or Disposal of Long Lived Assets”. 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~~would be capitalized. ~~Such costs will be~~Costs are amortized using the units-of-production method over the estimated useful life of the ~~pr obable~~probable reserve. IfCapitalized c osts associated with mineral properties that are subsequently abandoned or impaired ~~any capitalized costs will be~~are charged to operations.

Financial Instruments

We are required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value under SFAS No. 157 “Fair Value Measurements”. SFAS No. 157 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 in within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels used to measure fair value: Level 1 which applies to all assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities; Level 2 for which there are inputs other than quoted prices that are observable for the asset or liabi lity such as quoted prices for similar assets or liabilities in active markets, or for identical assets or liabilities in markets with insufficient volume or infrequent transactions, or based on model-driven valuations in which significant inputs are observable or can be derived principally from, or corroborated by observable market data; Level 3 applies to assets are liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of fair value of the assets or liabilities.

Our financial instruments consist principally of cash, other receivables, accounts payable and secured convertible debentures. Pursuant to SFAS No. 157, 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. We believe 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.

Stock-Based Compensation

~~The Company records~~We record stock-based compensation in accordance with ~~ASC 718,~~ SFAS No. 123R “~~Compensation – Stock~~Share Based ~~Compensation~~Payments”, 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. ~~During the year ended May 31, 2010, the Company recorded stock-based compensation of $nil (2009 - $88,210) as general and administrative expense.~~

~~Recent Accounting Pronouncements~~

~~In May 2009, FASB issued ASC 855,~~ ~~Subsequent Events~~, which establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date and through the date that the financial statements are issued. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855 did not have a material effect on the Company’s financial statements.

~~In June 2009, the FASB issued guidance now codified as ASC 105,~~ ~~Generally Accepted Accounting Principles~~ as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards

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.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

1822

Item 8. Financial Statements and Supplementary Data

Buckingham Exploration Inc.

(An Exploration Stage Company)

May 31, ~~2010~~2009

(Expressed in US dollars)

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-3

Consolidated Statements of Cash Flows	F-4
~~Statements~~
Consolidated Statement of Stockholders’ Equity (Deficit)	F-5

Consolidated Notes to the Financial Statements	~~F-6~~F-7

1923

Report of Independent Registered Public Accounting Firm

To the Stockholders

Buckingham Exploration Inc.

(An Exploration Stage Company)

We have audited the accompanying consolidated balance sheets of Buckingham Exploration Inc. (An Exploration Stage Company) as of May 31, ~~2010~~2009 and ~~2009,~~2008, and the related consolidated statement of operations, cash flows and stockholders' deficit for the years then ended and accumulated for the period from April 4, 2006 (Date of Inception) to May 31, ~~2010.~~2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Buckingham Exploration Inc. (An Exploration Stage Company) as of May 31, ~~2010~~2009 and ~~2009,~~2008, and the results of its operations and its cash flows for the years then ended and accumulated for the period from April 4, 2006 (Date of Inception) to May 31, ~~2010~~2009 in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ~~“MANNING~~MANNING ELLIOTT ~~LLP”~~LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

September ~~14, 2010~~11, 2009

F-1

Buckingham Exploration Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in US dollars)

							May 31			May 31,
							2009 $			2008 $
	May 31, 2010 $			May 31, 2009 $
ASSETS

Current Assets

Cash		2,194			3,272			3,272			10,969
Receivables		3,621			2,188
Prepaid expenses and deposits		–			1,073
Receivables (Note 7(b))								2,188			11,029
Prepaid expenses and deposits (Note 3)								1,073			143,003

Total Current Assets		5,815			6,533			6,533			165,001

Property and Equipment (Note 4)		1,973			–
Net Assets of Discontinued Operations (Note 11)		–			18,039
Property and Equipment (Note 5)								–			46,605
Net Assets of Discontinued Operations (Note 12)								18,039			–

Total Assets		7,788			24,572			24,572			211,606

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable (Note 6)		262,211			154,993
Accrued liabilities		13,528			36,291
Loans payable (Note 5)		104,114			–
Secured convertible debentures (Note 8)		–			411,407
Accounts payable (Note 7(d))								154,993			66,047
Accrued liabilities (Notes 7(d) and 9)								36,291			9,466
Loans payable (Note 6)								–			150,000
Secured convertible debentures (Note 9)								411,407			–

Total Current Liabilities		379,853			602,691			602,691			225,513

Commitments and Contingencies (Notes 1 and 12)
Subsequent Events (Note 14)
Commitments and Contingencies (Notes 1 and 14)

Stockholders’ Deficit

Preferred Stock, 20,000,000 shares authorized, $0.0001 par value,
None issued and outstanding		–			–			–			–

Common Stock, 80,000,000 shares authorized, $0.0001 par value
112,818 and 110,031 shares issued and outstanding, respectively		11			10
44,012,250 and 43,762,250 shares issued and outstanding, respectively								4,401			4,376

Additional Paid-in Capital		6,949,353			6,484,121			6,479,730			6,421,538

Deficit Accumulated During the Exploration Stage		(7,321,429	)		(7,062,250	)		(7,062,250	)		(6,439,821	)

Total Stockholders’ Deficit		(372,065	)		(578,119	)		(578,119	)		(13,907	)

Total Liabilities and Stockholders’ Deficit		7,788			24,572			24,572			211,606

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

F-2

Buckingham Exploration Inc.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Expressed in US dollars)

For the Year
Ended
May 31, 2010
$

For the Year
Ended
May 31, 2009
$

Accumulated from
April 4, 2006
(Date of Inception) to
May 31, 2010
$

Revenue – – –

Expenses

General and administrative (Note 6) 131,954 379,433 1,724,518
Mineral property costs 5,850 – 5,850
Professional fees 103,178 99,180 480,608

Total Expenses 240,982 478,613 2,210,976

Net Loss Before Other Income (Expenses) (240,982 ) (478,613 ) (2,210,976 )

Other Income (Expenses)

Interest income – 74 2,276
Miscellaneous income – 1,467 1,467
Interest expense (12,721 ) (39,539 ) (59,588 )
Accretion of convertible debenture discount (8,433 ) (22,963 ) (31,396 )
Gain on disposal of property and equipment 7,277 – 7,277

Total Other Income (Expenses) (13,877 ) (60,961 ) (79,964 )

Net Loss From Continuing Operations (254,859 ) (539,574 ) (2,290,940 )

Discontinued Operations (Note 11)

Results from discontinued operations (4,320 ) (82,855 ) (5,030,489 )

Total Loss From Discontinued Operations (4,320 ) (82,855 ) (5,030,489 )

Net Loss (259,179 ) (622,429 ) (7,321,429 )

Net Loss Per Share – Basic and Diluted (Note 2(e))

Net Loss Before Discontinued Operations (2.26 ) (4.92 )
Discontinued Operations (0.04 ) (0.76 )
Net Loss (2.30 ) (5.68 )

Weighted Average Shares Outstanding 112,607 109,598

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

~~F-3~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Statements of Cash Flows~~

~~(Expressed in US dollars)~~

Year
Ended
May 31, 2010
$

Year
Ended
May 31, 2009
$

Accumulated from
April 4, 2006
(Date of Inception) to
May 31, 2010
$

Operating Activities

Net income (loss) for the period (259,179 ) (622,429 ) (7,321,429 )

Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount
8,433 22,963 31,396
      Amortization 57 – 57
Common shares issued (cancelled) for services
– – 32,000
Shares issued for mineral property costs
1,100 – 2,301,100
Impairment of mineral property costs
– – 2,230,125
Stock-based compensation – 88,210 576,120
Loss (Gain) on disposal of property and equipment (7,277 ) – (7,277 )
Loss from discontinued operations 1,087 16,070 37,785
Loss on conversation of convertible loan – 7,596 –

Changes in operating assets and liabilities
Accounts payable and accrued liabilities
201,746 89,714 374,568
Other receivables
(1,433 ) 8,841 (5,909 )
Prepaid expenses
– 381 (1,043 )
Due to related parties
– – (12,083 )

Net Cash Used in Operating Activities (55,466 ) (388,654 ) (1,764,590 )

Investing Activities

Acquisition of mineral properties
– – (2,230,125 )
Acquisition of property and equipment
(2,030 ) – (86,763 )
Proceeds from disposition of subsidiaries
32,970 – 32,970
Proceeds from disposal of property and equipment
7,277 - 24,777
      Proceeds from disposal of property and equipment in
      discontinued operations
- 12,496 12,496

Net Cash Used in Investing Activities 38,217 12,496 (2,246,645 )

Financing Activities

Advances from related parties 28,400 168,461 211,233
Repayments to related parties (50,561 ) – (50,561 )
Proceeds from notes payable 38,332 – 61,694
Repayment of note payable – – (23,362 )
Proceeds from loans payable – 225,000 375,000
Repayment of loans payable – (25,000 ) (25,000 )
Proceeds from the issuance of common stock – – 3,661,575
Proceeds from common stock subscription – – 10,350
Share issuance costs – – (207,500 )

Net Cash Provided by Financing Activities 16,171 368,461 4,013,429

(Decrease) Increase In Cash (1,078 ) (7,697 ) 2,194
Cash - Beginning of Period 3,272 10,969 –

Cash – End of Period 2,194 3,272 2,194

Non-Cash Investing and Financing Activities:
Convertible debt issued to settle loans payable – 350,000 350,000
Convertible debt issued to settle related party advances – 150,000 150,000
Common stock issued for mineral property acquisitions 1,100 – 2,201,100
Common stock issued for finders fee – – 100,000
Common shares issued for services – 15,000 172,000
Disposal of property and equipment for debt settlement 16,952 – 16,952
Settlement of debt 453,987 – 453,987

Supplemental Disclosures
Interest paid
– 5,715 21,897
Income tax paid
– – –

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

~~F-4~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Statement of Stockholders’ Equity (Deficit)~~

~~For the Period from April 4, 2006 (Date of Inception) to May 31, 2010~~

~~(Expressed in US dollars)~~

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

	For the Year Ended May 31, 2009 $			For the Year Ended May 31, 2008 $			Accumulated from April 4, 2006 (Date of Inception) to May 31, 2009 $

Revenue		–			–			–

Expenses

General and administrative (Note 7(a))		379,433			984,731			1,592,564
Professional fees		99,180			184,730			377,431

Total Expenses		478,613			1,169,461			1,969,995

Other (Income) Expenses

Interest income		(74	)		(1,642	)		(2,276	)
Miscellaneous income		(1,467	)		–			(1,467	)
Interest expense		39,539			5,841			46,867
Accretion of convertible debenture discount		22,963			–			22,963

Total Other (Income) Expenses		60,961			4,199			66,087

Net Loss Before Discontinued Operations		(539,574	)		(1,173,660	)		(2,036,082	)

Loss From Discontinued Operations (Note 12)		(82,855	)		(3,595,796	)		(5,026,169	)

Net Loss		(622,429	)		(4,769,456	)		(7,062,250	)

Net Loss Per Share – Basic and Diluted

Net Loss Before Discontinued Operations		(0.01	)		(0.03	)
Discontinued Operations		–			(0.09	)
Net Loss		(0.01	)		(0.12	)

Weighted Average Shares Outstanding		43,839,000			40,446,000

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

~~F-5~~F-3

Buckingham Exploration Inc.

(An Exploration Stage Company)

~~Statement~~Consolidated Statements of ~~Stockholders’ Equity (Deficit)~~

~~For the Period from April 4, 2006 (Date of Inception) to May 31, 2010~~Cash Flows

(Expressed in US dollars)

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)~~

~~Statement of Stockholders’ Equity (Deficit)~~

~~For the Period from April 4, 2006 (Date of Inception) to May 31, 2010~~

~~(Expressed in US dollars)~~

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 (Note 11) – – – 453,987 – 453,987

Net loss – – – – (259,179 ) (259,179 )

Balance – May 31, 2010 112,818 11 – 6,949,353 (7,321,429 ) (372,065 )

	For the Year Ended May 31 2009 $			For the Year Ended May 31 2008 $			Accumulated from April 4, 2006 (Date of Inception) to May 31, 2009 $

Operating Activities

Net loss for the year		(622,429	)		(4,769,456	)		(7,062,250	)

Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount		22,963			–			22,963
Common shares issued for services		–			–			32,000
Impairment of mineral property costs		–			3,185,000			4,530,125
Loss on conversion of convertible loan		7,596			–			–
Stock-based compensation		88,210			352,911			576,120
Loss from discontinued operations		16,070			20,628			36,698

Changes in operating assets and liabilities
Accounts payable and accrued liabilities		89,714			56,595			172,822
Other receivables		8,841			11,083			(2,188	)
Prepaid expenses		381			4,701			(1,043	)
Due to related parties		–			(13,672	)		(12,083	)

Net Cash Used in Operating Activities		(388,654	)		(1,152,210	)		(1,706,836	)

Investing Activities

Acquisition of mineral properties		–			(1,685,000	)		(2,230,125	)
Acquisition of property and equipment		–			(84,733	)		(84,733	)
Proceeds from disposal of property and equipment		–			17,500			29,996

Net Cash Provided by (Used in) Investing Activities		–			(1,752,233	)		(2,284,862	)

Net Cash Provided by Investing Activities – Discontinued Operations		12,496			–			–

Financing Activities

Advances from related parties		168,461			–			180,545
Proceeds from note payable		–			–			23,362
Repayment of note payable		–			(23,362	)		(23,362	)
Proceeds from loans payable		225,000			150,000			375,000
Repayment of loans payable		(25,000	)		–			(25,000	)
Proceeds from the issuance of common stock		–			2,540,000			3,661,575
Proceeds from common stock subscription		–			–			10,350
Share issuance costs		–			(207,500	)		(207,500	)

Net Cash Provided by Financing Activities		368,461			2,459,138			3,994,970

(Decrease) Increase In Cash		(7,697	)		(445,305	)		3,272
Cash - Beginning of Period		10,969			456,274			–

Cash - End of Period		3,272			10,969			3,272

Non-Cash Investing and Financing Activities:
Convertible debt issued to settle loans payable		350,000			–			350,000
Convertible debt issued to settle related party advances		150,000			–			150,000
Common stock issued for mineral property acquisitions		–			1,500,000			2,200,000
Common stock issued for finders fee		–			–			100,000
Common shares issued for services		15,000			157,000			172,000

Supplemental Disclosures
Interest paid		5,715			5,841			21,897
Income tax paid		–			–			–

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

~~F-7~~F-4

Buckingham Exploration Inc.

(An Exploration Stage Company)

Consolidated Statement of Stockholders’ Equity (Deficit)

For the Period from April 4, 2006 (Date of Inception) to May 31, 2009

(Expressed in US dollars)

											Deficit
											Accumulated
								Additiona			During the
	Common Stock				Common 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 $0.0001 per share		20,000,000		2,000		–			–			–			2,000

May 20, 2006 - issuance of common shares for cash proceeds at $0.0001 per share		1,000,000		100		–			–			–			100

May 26, 2006 - issuance of common shares for cash proceeds at $0.0001 per share		1,000,000		100		–			–			–			100

May 31, 2006 - common shares subscribed at $0.10 per share		–		–		10,350			–			–			10,350

Net loss for the period		–		–		–			–			(6,416	)		(6,416	)

Balance – May 31, 2006		22,000,000		2,200		10,350			–			(6,416	)		6,134

July 1, 2006 - issuance of common shares for cash proceeds at $0.10 per share		527,250		53		(10,350	)		52,672			–			42,375


August 8, 2006 - issuance of common shares for acquisition of mineral property at $0.10 per share		2,000,000		200		–			199,800			–			200,000

September 28, 2006 - issuance of common shares for transfer agent expenses at $0.10 per share		120,000		12		–			11,988			–			12,000

May 7, 2007 - issuance of common shares for cash proceeds at $0.10 per share		20,000		2		–			1,998			–			2,000

May 7, 2007 - issuance of common shares for cash proceeds at $0.10 per share		200,000		20		–			19,980			–			20,000

May 7, 2007 - issuance of common shares for acquisition of mineral property at $0.10 per share		5,000,000		500		–			499,500			–			500,000

May 11, 2007 - issuance of common shares for mineral property finders fee at $0.10 per share		1,000,000		100		–			99,900			–			100,000

May 16, 2007 - issuance of common shares for cash proceeds at $0.25 per share		4,300,000		430		–			1,074,570			–			1,075,000

May 16, 2007 - issuance of common shares for finders fee at $0.25 per share		215,000		21		–			53,729			–			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		35,382,250		3,538		–			2,095,386			(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 (Date of Inception) to May 31, 2009

(Expressed in US dollars)

												Deficit
												Accumulated
									Additional			During the
	Common Stock						Common Stock		Paid-in			Exploration
	Shares			Par Value			Subscribed		Capital			Stage			Total
	#			$			$		$			$			$

Balance – May 31, 2007		35,382,250			3,538			–		2,095,386			(1,670,365	)		428,559

August 10, 2007 - issuance of common shares for cash proceeds at $0.50 per share		3,500,000			350			–		1,749,650			–			1,750,000

September 4, 2007 - issuance of common shares for cash proceeds at $0.50 per share		200,000			20			–		99,980			–			100,000

September 12, 2007 - issuance of common shares for cash proceeds at $0.50 per share		400,000			40			–		199,960			–			200,000

September 12, 2007 - issuance of common shares for cash proceeds at $0.50 per share		50,000			5			–		24,995			–			25,000

September 25, 2007 - issuance of common shares for cash proceeds at $0.50 per share		200,000			20			–		99,980			–			100,000

October 5, 2007 - issuance of common shares for cash proceeds at $0.50 per share		300,000			30			–		149,970			–			150,000

October 18, 2007 - issuance of common shares for cash proceeds at $0.50 per share		200,000			20			–		99,980			–			100,000

November 6, 2007 - issuance of common shares for cash proceeds at $0.50 per share		200,000			20			–		99,980			–			100,000

January 8, 2008 - issuance of common shares for mineral property at $0.50 per share		3,000,000			300			–		1,499,700			–			1,500,000

April 18, 2008 - issuance of common shares for consulting fees at $0.89 per share		50,000			5			–		44,495			–			44,500

April 21, 2008 - issuance of common shares for cash proceeds at $0.50 per share		30,000			3			–		14,997			–			15,000

May 7, 2008 - issuance of common shares for investor relations at $0.45 per share		250,000			25			–		112,475			–			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		43,762,250			4,376			–		6,421,538			(6,439,821	)		(13,907	)

October 9, 2008 - cancellation of common shares issued for investor relations at $0.45 per share		(250,000	)		(25	)		–		(68,314	)		–			(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 $0.03 per share		500,000			50			–		14,950			–			15,000

Net loss for the year		–			–			–		–			(622,429	)		(622,429	)

Balance – May 31, 2009		44,012,250			4,401			–		6,479,730			(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)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

1. Nature of Operations and Continuance of Business

Buckingham Exploration Inc. (the “Company”) was incorporated in the State of Nevada on April 4, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting ~~Standards Board~~Standard (“~~FASB”~~SFAS”) No.7 “Accounting ~~Standards Codification (“ASC”) 915,~~ and Reporting for Development Stage ~~Entities.~~Enterprises”. The Company’s principal business is the acquisition and exploration of mineral properties. The Company ~~does~~has not presently ~~have any~~determined whether its properties contain mineral ~~properties.~~reserves that are economically recoverable.

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at May 31, ~~2010,~~2009, the Company has ~~a working capital deficit of $374,038 and~~ an accumulated deficit of ~~$7,321,429.~~$7,062,250. These factors raise substantial doubt regarding the Company’s ability to continue as a going ~~c oncern.~~concern. These financial ~~statements~~state ments 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, 2010, the Company had $2,194 cash in the bank.~~ The ~~Company requires a minimum of $965,000 to proceed with their plan of operations over~~Company’s plans for the next twelve ~~months. If they achieve less than~~months are to focus on the ~~full amount~~exploration of ~~financing~~its mineral properties in British Columbia and Colorado and estimates that ~~they require they~~cash requirements of approximately $4,425,000 will ~~scale back planned~~be required for exploration ~~activities~~ and ~~day~~administration costs and to ~~day operations in order to reduce exploration expenses and general and administrative expenses to a level appropriate to the financial resources available.~~fund working capital. 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.

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

2. Summary of Significant Accounting Policies

a) Basis of Presentation and Consolidation

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. ~~Until August 27, 2009, the~~The consolidated financial statements ~~included~~include the accounts toof the Company and its wholly-owned subsidiaries, Hyde Park Uranium, Inc. and Alpha Beta Uranium, Inc. The Company entered into an agreement dated August 27, 2009 for the settlement of the outstanding convertible debenture described in Note 8. Under the terms of the agreement, the Company agreed to transfer all of the issuedAll intercompany balances and outstanding shares of its wholly-owned subsidiaries, Hyde Park Uranium, Inc and Alpha Beta Uranium, Inc., and all of the property and equipment and mineral properties of the Company and its wholly-owned subsidiaries to Regal to settle the converti ble debenture.transactions have been eliminated. The Company’s fiscal year-end is May 31.

(b) Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to long lived assets, stock-based compensation expense, secured convertible debentures 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 ~~ma king~~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.

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

(d) Property and Equipment

Property and equipment comprised of ~~computer is~~office furniture and motor vehicles are recorded at cost and amortized ~~over 3 years~~ using the ~~straight line method.~~declining balance method at 25% per annum.

~~F-8~~F-7

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

2. Summary of Significant Accounting Policies (continued)

(e) Basic and Diluted Net Earnings (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ~~ASC 260,~~ SFAS No. 128, "Earnings per Share~~which~~". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS ~~exclude s~~exc ludes all dilutive potential shares if their effect is anti-dilutive. ~~A total of 12,500 (2009 – 25,200) outstanding warrants and nil (2009 – 7,562) options outstanding have been excluded from the year ended~~As at May 31, ~~2010 and~~ 2009, ~~as they would be anti-dilutive.~~the Company had 23,105,000 anti-dilutive securities outstanding.

~~Components of basic and diluted earnings per share for the year ended May 31, 2010 and 2009 were as follows:~~

For the year ended
May 31, 2010 May 31, 2009

Net loss (A) $ (259,179 ) $ (622,429 )

Weighted average outstanding shares of common stock –
Basic (B)
112,607 109,598
Dilutive securities - Diluted (C) – –
112,607 109,598
Earnings per share:
Basic (A/B) $ (2.30 ) $ (5.68 )
Diluted (A/C) $ (2.30 ) $ (5.68 )

(f) Comprehensive Loss

~~ASC 220,~~ SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at May 31, ~~2010~~2009 and ~~2009~~2008 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.~~capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under ~~ASC 360,~~ SFAS 144, “~~Property, Plant, and Equipment~~Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

(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~~ Statements of Financial Accounting Standards No. 143, "Accounting for 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, 2010,~~To date, the Company has not incurred any asset retirement obligations.

~~F-9~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to the Financial Statements~~

~~(Expressed in US dollars)~~

~~2. Summary of Significant Accounting Policies (continued)~~

(i) Long-Lived Assets

In accordance with ~~ASC 360,~~ SFAS No. 144, “~~Property Plant and Equipment,~~Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

F-8

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

2. Summary of Significant Accounting Policies (continued)

(b) Summary of Significant Accounting Policies (continued)

(j) Financial Instruments

~~(d) On~~ September 24, 2008, the ~~Company entered~~balance of $350,000 was converted into a secured convertible debenture agreement with Regal to purchase a debenture (the “Debenture”) in the amount of $150,000, together with 3,750 warrants. Each warrant entitles Regal to acquire one common share of the Company exercisable at $40 per share until September 24, 2010. The Company entered into a settlement agreement dated August 27, 2009 with Regal for the settlement of the outstanding convertible debenture plus accrued interest. Refer to Note 8.debentures (Note 9).

7. Related Party Transactions

(a)	During the year ended May 31, 2009, the Company incurred $179,875 (2008 - $140,307) for management services provided by the President of the Company.

(b)	As of May 31, 2009, the Company advanced the President of the Company an amount of $Nil (2008 - $5,772), representing a deposit on travel expenses paid.

(c)	During the year ended May 31, 2009, the Company received an advance in the amount of $142,404 from a related party. The loan was non-interest bearing and due on demand. On September 24, 2008 the advance was converted into secured convertible debentures (Note 9).

(d)	Included in accounts payable and accrued liabilities at May 31, 2009, is $86,058 (2008 - $Nil) owing to the President of the Company, representing advances of $26,058 made to the Company, and unpaid management fees of $60,000.

8. Common Stock

(a) The Company entered into an investor relations agreement on May 7, 2008 for a one year period and issued 625 post-split common shares at $180 per share with a fair value of $112,500. On October 9, 2008 the Company issued a written notice of rescission of the agreement and cancellation of the 625 post-split restricted common shares due to the failure of the public relations consultant to provide services in accordance with the agreement.

The Company entered into an investor relations agreement on May 5, 2008 for a one year period and issued 250,000 common shares at $0.45 per share with a fair value of $112,500. On October 9, 2008 the Company issued a written notice of rescission of the agreement and cancellation of the 250,000 restricted common shares due to the failure of the public relations consultant to provide services in accordance with the agreement.

(b) On December 9, 2008, the Company issued 1,250 post-split common shares of the Company at a fair value of $12 per share as compensation for consulting services of $15,000, of which 250 post-split common shares were issued under the Company’s Stock Plan as described in Note 9.

b)	On December 9, 2008, the Company issued 500,000 common shares of the Company at a fair value of $0.03 per share as compensation for consulting services of $15,000, of which 100,000 common shares were issued under the Company’s Stock Plan as described in Note 10.

~~(c) On June 25, 2009, the Company issued 2,537 post-split restricted common shares at $2 per share to a debenture holder in full consideration of $10,146 in accrued interest (Note 8).~~

~~(d) On February 12, 2010, the Company issued 250 post-split shares of common stock at $4.40 per share pursuant to a mineral property option agreement. Refer to Note 3.~~

(e) On July 23, 2010, the Company effected 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 will not change as a result of the common stock split and will 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. See Note 14(c).

8.9. Secured Convertible Debentures

On September 24, 2008, the Company entered into three secured convertible debenture purchase agreements with three investors providing for the sale of convertible debentures (the “Debentures”) in the aggregate principal amount of $500,000, and ~~12,500 post-split~~5,000,000 warrants (the “Warrants”) to purchase ~~12,500 post-split~~5,000,000 shares of the Company’s common stock, exercisable at a price of ~~$40~~$0.10 per share until September 24, 2010.

The outstanding principal and accrued interest ~~was~~is payable by the Company in 24 equal monthly installments commencing September 24, 2009. Interest on the Debentures ~~accrued~~accrues monthly at a rate of 10% per annum. The investors may convert, at any time, any amount outstanding under the Debentures into shares of common stock of the Company at a conversion price of ~~$20~~$0.05 per share.

F-13

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

9. Secured Convertible Debentures (continued)

In accordance with ~~ASC 470-20,~~ EITF 00-27 “~~Debt – Debt with Conversion and Other Options,~~ Application of Issue No. 98-5 to Certain Convertible Instruments”, the Company has allocated the proceeds of issuance between the Debentures and the Warrants based on their relative fair values. Accordingly, the Company recognized the fair value of the Warrants of $111,556 as additional paid-in capital and an equivalent discount against the Debentures. The Company will recognize interest expense over the term of the Debentures of $111,556 resulting from the difference between the stated value and carrying value at the date of issuance. The carrying value of the Debentures ~~was~~will be accreted to the face value of $500,000 to maturity. As at May 31, 2009, accrued interest of $33,824 has been included in accrued liabilities, and accumulated accretion expense of $22,963 increased the carrying value of the Debentures to $411,407. Refer to Note 15(a).

The Debentures ~~were~~are secured by a security interests in all current and future assets of the Company and its subsidiaries.

On June 5, 2009, the Company entered into agreements with the debenture holders to issue 8,455 post-split restricted common shares to settle interest accrued up to May 31, 2009 in the amount of $33,820. On June 25, 2009, the Company issued 2,537 post-split restricted common shares to one of the debenture holders (Note 7(c))

~~F-13~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to the Financial Statements~~

~~(Expressed in US dollars)~~

~~8. Secured Convertible Debentures (continued)~~

~~and subsequent to the year ended May 31, 2010, the Company issued 5,918 post-split restricted common shares to two debenture holders.~~ Refer to ~~Notes 14(a) and (b)~~Note 15(b).

During the year ended May 31, 2010, the Company incurred an Event of Default as defined in its Debentures due to a financial difficulties clause. Accordingly, on August 27, 2009, the Company received a Notice of Default under the terms of its debenture with one of its debenture holders, Regal Uranium Inc. (“Regal”). The Company entered into an Execution and Settlement Agreement (the “Settlement Agreement”) dated August 27, 2009 with Regal for the settlement of the outstanding convertible debenture in the amount of $150,000 plus accrued interest. Under the terms of the Settlement Agreement, the Company agreed to transfer all of the issued and outstanding shares of its wholly-owned subsidiaries, Hyde Park Uranium, Inc and Alpha Beta Uranium, Inc., and all of the property and equipment and mineral properties of the Company and its wholly-owned subsidiaries to Regal. Regal has agreed to pay $50,000 ($32,970 received) to the Company, and had the remaining $350,000 of debentures assigned to Regal. As at August 27, 2009, accrued interest of $12,059 was included in accrued liabilities, and accumulated accretion expense of $8,433 increased the carrying value of the Debentures to $419,839. Refer to Note 11.

9.10. Stock Options

In November 2007, the Company adopted a stock compensation plan (the “Stock Plan”) to issue up to ~~5,000 post-split~~2,000,000 common shares to executives, employees and consultants. A total of ~~4,625 post-split~~1,850,000 common shares are available for future issuance under the Stock Plan as of May 31, ~~2010.~~2009.

In November 2007, the Company adopted a stock option plan (the "Plan") to grant options to executives, employees and consultants. Under the Plan, the Company may grant options to acquire up to ~~5,000 post-split~~2,000,000 common shares of the Company. Options granted can have a term up to five years and an exercise price as determined by the Stock Option Committee or which represents the fair market value at the date of grant. Options vest as specified by the Stock Option Committee. A total of ~~4,938 post-split~~1,975,000 common shares are available for future issuance under the Plan as of May 31, ~~2010.~~2009. If not specified, the options shall vest as follows:

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

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

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

The weighted average fair value of options granted during the year was $nil (2008 - $0.33). The fair value of each option granted was estimated on the grant date using the Black Scholes option pricing model with the following average assumptions:

	2009		2008

Risk-Free Interest Rate		–		4.15%
Expected Life of the Options		–	2 years
Expected Volatility		–		100%
Expected Dividend Yield		–		0.00%

The following is a summary of the stock option activity for the year ended May 31, ~~2010~~2009 and ~~2009.~~2008. Unrelated to the Plan were 1,000,000 options granted during the year ended May 31, 2008.

Number of Options
Weighted Average
Exercise Price

Weighted Average Remaining Contractual
Term (years)

Aggregate
Intrinsic
Value

Outstanding, May 31, 2008 and 2009 7,562 $ 109.00
Expired (7,562 ) 109.00

Outstanding, May 31, 2010 – $ – – $ –

Exercisable, May 31, 2010 – $ – – $ –

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

Outstanding, May 31, 2007		2,000,000	$	0.10
Granted		1,025,000		0.61

Outstanding, May 31, 2008 and 2009		3,025,000	$	0.27		1.35	$	–

Exercisable, May 31, 2009		3,025,000	$	0.27		1.35	$	–

F-14

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

10. Stock Options (continued)

The following is a summary of the status of stock options outstanding and exercisable at May 31, 2009. As at May 31, 2009, there are no unvested options.

Number Of Options	Weighted Average Exercise Price	Remaining Contractual Life (years)

2,000,000	$ 0.10	1.50
1,000,000	$ 0.60	0.75
25,000	$ 1.00	0.50

3,025,000

11. Warrants

The following is a summary of the warrant activity during the year ended May 31, ~~2010:~~2009:

Number Of Warrants

Weighted Average
Exercise Price

Balance, May 31, 2009 25,200 $ 220.00
Expired (12,700 ) 400.00

Balance, May 31, 2010 12,500 $ 40.00

~~F-14~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to the Financial Statements~~

~~(Expressed in US dollars)~~

~~10. Warrants (continued)~~

				Weighted
	Number			Average
	Of			Exercise
	Warrants			Price

Balance, May 31, 2008		9,380,000			$	0.70
Granted		5,000,000				0.10
Exercised		–				–
Expired		(4,300,000	)			0.35

Balance, May 31, 2009		10,080,000			$	0.55

The following is a summary of the warrants outstanding at May 31, ~~2010:~~2009:

Number Of Warrants
Weighted Average
Exercise Price
Expiry Date

12,500
$ 40.00
September 24, 2010

Number Of Warrants	Weighted Average Exercise Price	Expiry Date

3,500,000	$ 1.00	August 10, 2009
650,000	$ 1.00	September 15, 2009
500,000	$ 1.00	September 30, 2009
200,000	$ 1.00	October 22, 2009
200,000	$ 1.00	November 2, 2009
30,000	$ 1.00	April 21, 2010
5,000,000	$ 0.10	September 24, 2010

10,080,000

~~11.~~

F-15

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

12. Discontinued Operations

The Company entered into an Execution and Settlement Agreement dated August 27, 2009 with Regal Uranium Inc. for the settlement of its outstanding convertible debentures in consideration for the transfer of all interests in the Company’s wholly-owned subsidiaries and its property and equipment and mineral properties. Regal is considered a related party as the sole director and officer of the Company was a director of Regal and owns 15% of the outstanding common stock of Regal at the time of the transaction. Accordingly, the gain on discontinued operations of $453,987 has been recorded in additional paid-in capital. Refer to Note 8.15(b).

~~Gain on disposal~~Net Assets of ~~discontinued operations is summarized~~Discontinued Operations are as follows:

	~~May 31,~~ ~~2010~~ $

~~Proceeds received from disposition~~		~~32,970~~
~~Prepaid expenses~~		~~(1,073~~	)
~~Office furniture and equipment, net of accumulated depreciation of $12,190~~		~~(16,952~~	)
~~Assumption of liabilities of subsidiaries~~		~~7,144~~
~~Accrued interest~~		~~12,059~~
~~Convertible debt, net of discount of $80,161~~		~~419,839~~

~~Gain on disposal of discontinued operations~~		~~453,987~~

	Cost		Accumulated Amortization		Net Book Value May 31, 2009
	$		$		$

Office furniture and equipment		29,142		11,103		18,039

The results of discontinued operations are summarized as follows:

							Period from
	For the year			For the year			April 4, 2006
	Ended			Ended			(Inception)
	May 31,			May 31,			To May 31,
	2009			2008			2009

Expenses

Amortization		6,990			14,448			21,438
General and administrative		4,117			60,128			64,245
Impairment of mineral property costs		–			3,185,000			4,530,126
Professional fees		–			10,382			10,382
Mineral property costs		63,870			319,658			385,920
Loss on disposal of property and equipment		7,878			6,180			14,058

Net Loss from Discontinued Operations	$	(82,855	)	$	(3,595,796	)	$	(5,026,169	)

For the year
Ended
May 31, 2010
$

For the year
Ended
May 31, 2009
$

Period from
April 4, 2006
(Inception)
To May 31, 2010
$

Expenses

Amortization 1,087 6,990 22,525
General and administrative 3,233 4,117 67,478
Impairment of mineral property costs – – 4,530,126
Professional fees – – 10,382
Mineral property costs – 63,870 385,920
Loss on disposal of property and equipment – 7,878 14,058

Net Loss from Discontinued Operations (4,320 ) (82,855 ) (5,030,489 )

~~F-15~~F-16

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

~~12.~~13. Income Taxes

The Company has adopted the provisions of SFAS 109, “Accounting for Income Taxes”. Pursuant to SFAS 109 the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in the financial statements because the Company cannot be assured that it is more likely than not that it will utilize the net operating losses carried forward in future years. The Company has approximately $1,969,930, of net operating loss carryforwards available to offset taxable income in future years which expire through fiscal 2029.

The components of the net deferred tax asset at May 31, 2009 and 2008, the statutory tax rate, the effective tax rate and the amount of the valuation allowance are indicated below:

	May 31, 2009 $			May 31, 2008 $

Statutory rate		35%			35%

Computed expected tax (recovery)		(217,850	)		(1,669,310	)
Non-deductible expenses		30,874			1,232,872
Change in valuation allowance		186,976			436,438

Provision for income taxes		–			–

	May 31, 2009 $			May 31, 2008 $

Deferred tax asset
- Cumulative net operating losses		689,476			502,500
- Less valuation allowance		(689,476	)		(502,500	)

		–			–

F-17

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in US dollars)

14. Commitments

(a)

On May 7, 2007, the Company entered into a management agreement (the “Agreement”) with the President of the Company for management services. Per the Agreement, the Company is required to pay $10,000 per month, commencing May 7, 2007, and will remain in effect on month-to-month basis until terminated by either party giving 14 days notice. The agreement was amended on April 30, 2008 to increase the monthly fee to $20,000 effective March 15, 2008. The agreement was amended on May 6, 2009 to reduce the monthly fee to $10,000 effective December 1, 2008.

(b)

On May 5, 2008 the Company entered into an agreement with a public relations consultant for a 12 month period commencing on May 5, 2008. The services to be provided pursuant to the agreement include, but are not limited to, the preparation and dissemination of press releases and other communications materials to increase investor awareness of the Company in Europe and North America. In consideration of the services to be provided, the Company is obligated to pay $15,000 (paid) and ~~625 post-split~~250,000 restricted common shares of the Company (issued) and an additional $85,000 by July 5, 2008, which has not been paid due to dispute over non performance of the contractual obligations of the consultant. In October 2008, the Company issued a written notice of rescission of the agreement and cancellation of the ~~625 post-split~~250,000 restricted common shares due to the failure of the public relations consultant to provide services in accordance of the agreement.

~~13. Income Taxes~~

~~The Company has a net operating loss carryforward of $2,228,010 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, 2010
$

May 31, 2009
$

Income tax recovery at statutory rate (90,713 ) (217,850 )
Non-deductible expenses 385 30,874
Change in valuation allowance 90,328 186,976

Provision for income taxes – –

~~The significant components of deferred income tax assets and liabilities at May 31, 2010 and 2009, are as follows:~~

May 31, 2010
$

May 31, 2009
$

Net operating loss carryforward 779,804 689,476
Valuation allowance (779,804 ) (689,476 )

Net deferred income tax asset – –

~~F-16~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to the Financial Statements~~

~~(Expressed in US dollars)~~

~~14.~~15. Subsequent Events

(a)

On June 5, 2009, the Company entered into anone letter agreement with a debenture holder ~~described in Note 8 and 6(c)~~ to issue ~~2,536 post-split~~1,014,600 restricted common shares ~~at $4 per share~~of the Company in full consideration of $10,146 in accrued interest ~~accrued up to May 31, 2009. The Company issued the 2,536 post-split restricted shares subsequent to May 31, 2010.~~(Note 9).

(b)

~~On June 5,~~The Company incurred an Event of Default as defined in its debentures (Note 9) due to a financial difficulties clause. Accordingly, on August 27, 2009, the Company received a Notice of Default under the terms of its debenture with one of its debenture holders, Regal Uranium Inc. (“Regal”). The Company entered into an ~~agreement~~Execution and Settlement Agreement (the “Settlement Agreement”) dated August 27, 2009 with aRegal for the settlement of the outstanding convertible debenture ~~holder described~~ in ~~Note 8 to issue 3,382 post-split restricted common shares at $4 per share in full consideration~~the amount of ~~$13,528 in interest~~$150,000 plus accrued ~~up to May 31, 2009. The Company issued~~interest. Under the ~~3,382 post-split restricted shares subsequent to May 31, 2010.~~

~~(c)~~

~~On July 23, 2010,~~terms of the Settlement Agreement, the Company ~~effected a 1 for 400 reverse stock split~~agreed to transfer all of the issued and outstanding ~~common stock. As a result, the issued and outstanding shares on July 23, 2010 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 will not change as a result~~its wholly-owned subsidiaries, Hyde Park Uranium, Inc and Alpha Beta Uranium, Inc., and all of the ~~common stock split~~property and ~~will remain at 80,000,000 common shares~~equipment and ~~20,000,000 preferred shares all with a par value of $0.0001. All share amounts have been retroactively adjusted for all periods presented.~~

~~(d)~~

~~On August 9, 2010, the Company incorporated 0887717 B.C. Ltd., a wholly-owned subsidiary in British Columbia, Canada.~~

~~(e)~~

~~On August 23, 2010, 0887717 B.C. Ltd. (“0887717”), a British Columbia company and wholly owned subsidiary~~mineral properties of the Company ~~entered into an option agreement (the “Option Agreement”) with Murray Scott Morrison, pursuant~~and its wholly-owned subsi diaries to ~~which 0887717 is granted the right~~Regal. Regal has agreed to ~~acquire 100% interest in the mineral property located on Mount Vallace in the Beaverdell Area, Greenwood Mining Division in the Province of British Columbia, Canada (the “Property”).~~

In accordance with the provisions of the Option Agreement, 0887717 may exercise its options to acquire 100% interest in the Property 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 on or before November 30, 2010. Pursuantpay $50,000 to the ~~terms of~~Company, and to use its best efforts to have the ~~Option Agreement, 0887717 granted Mr. Morrison a stock option~~remaining two debentures assigned to ~~purchase up to 10% of its total issued and outstanding share capital of~~Regal. All amounts then owing under the ~~Company at~~debentures will be considered settled in full by the ~~total price of $1.00, which may be exercised when a probable mineral reserve is discovered on the Property. The Stock Option shall expire after 36 months from the date of the Option~~Settlement Agreement.

~~F-17~~F-18

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

~~None.~~Manning Elliott Chartered Accountants, of 1050 West Pender Street, 11th floor, Vancouver, British Columbia, Canada V6E 3S7, serves as our independent registered public accountant and served in this capacity since our inception on April 4, 2006. Our audited financial statements for the fiscal years ended May 31, 2008 and May 31, 2009 have been included in this annual report in reliance upon Manning Elliott Chartered Accountants, as an expert in accounting and auditing. We have had no disagreements with Manning Elliott Chartered Accountants.

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 sole 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~~December 31, ~~2010.~~2008. 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~~in our Management Report on Internal Control Over Financial ~~Reporting,~~Report, our sole officer concluded, as of the end of the period covered by this annual report, that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed, within the time periods specified in the SEC’s rules and forms, and that such information was not accumulated and communicated to our sole executive 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 sole officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, ~~2010~~2009 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, ~~2010,~~2009, the Company determined that there were significant deficiencies that constituted material weaknesses, as described below.

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

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

In light of 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, ~~2010~~2009 based on criteria established in Internal Control—Integrated Framework issued by COSO.

Manning Elliott LLP, an independent registered public accounting firm, iswas not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of May 31, ~~2010~~2009 pursuant to temporary rules of the ~~SEC.~~SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Control

On September 25, 2009, we implemented an audit committee comprised of our sole director, C. Robin Relph. The audit committee adopted an audit committee charter governing the duties of the audit committee.

During the quarter ended May 31, ~~2010,~~2009 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.~~As described in further detail in “Item 1. Description of Business” herein, in August 2009 we defaulted on three convertible debentures that have been outstanding since on September 24, 2008.

2025

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 one.

Our sole director and officer is as follows:

Name	Age	Position
Christopher Robin Relph	6160	Director, President, Chief Executive Officer,
		Chief Financial Officer
		Treasurer, Secretary, Principal Accounting Officer

~~Our~~The directors will serve as directors until our next annual ~~shareholders’~~shareholder meeting or until a successor is elected ~~and qualified.~~who accepts the position. Officers hold their positions at the ~~discretion~~will 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.

Christopher Robin Relph, Director, President, CEO and CFO

Mr. Relph was our founder and has been our President, CEO, CFO and sole director since April 4, 2006. From May 2002 to April 2006, Mr. Relph's principal occupation was acting as the President of Garuda Capital Corp., a company in the businesses of mining and chocolate manufacturing, quoted under the symbol GRUA on the Pink Sheets. Also for the past six years, Mr. Relph has been the managing director of Buckingham Securities Ltd., an investment company in London, UK. As a former member of various international stock exchanges and the London Life Market, Mr. Relph has considerable experience in public company affairs, fund raising and deal structuring. Mr. Relph is a director of Garuda Capital Corp., a public company. Mr. Relph is also Chairman of the Rigpa Foundation, a charitable trust.

Conflicts

None as of the date of this filing.

Nominating Committee

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 December 31, 2008.

Audit Committee

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

Significant Employees

Other than the senior officer described above, ~~there are no~~we do not expect any other individuals ~~that~~to 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 one director, who is not 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 director considers 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, 2010.

~~Audit Committee~~

On September 25, 2009, we implemented an audit committee currently comprised of our sole director. 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 discussi on 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 one director and officer. 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~~the fact that we do not have a class of securities registered under the Section 12 of the Securities Exchange Act of 1934 none of our 10% shareholders, directors or officers have been ~~filed~~required for file reports under Section 16(a) of the Securities Exchange Act of 1934.

Code of Ethics

We have not yet 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 because we have not yet finalized the content of such a code.

Item 11. Executive Compensation

Compensation Discussion and Analysis

We have not implemented any compensation programs and will not do so until after we have completed a business combination. Compensation awarded to our sole officer is made pursuant to a management agreement entered into with the sole executive officer.

Summary Compensation Table

The following table sets forth, as of May 31, ~~2010,~~2009, the compensation paid to our ~~sole officer~~President and ~~director~~Chief Executive Officer and our Chief Financial Officer during the last ~~two~~three completed fiscal years. No other officers or directors received annual compensation in excess of $100,000 during the last three complete fiscal years.

Summary Compensation Table
Name and Principal Position	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compen-sation	Nonqualified Deferred Compensation Earnings	All Other Compen-sation	Total	Year	Salary	Bonus	Stock Awards	Option Awards	Non-Equity Incentive Plan Compensation	Nonqualified Deferred Compensation Earnings	All Other Compen-sation	Total
		($)	($)	($)			($)	($)	($)		($)					($)
C. Robin Relph (1)	2010	td20,000 (1)	0	0		0	0	0	td20,000	2009	td79,875 (2)	0						td79,875
C. Robin Relph (1)	2009	td79,875 (2)	0	0		0	0	0	td79,875	2008	td40,307 (3)	0						td40,307
C. Robin Relph (1)										2007	34,500 (4)	0		1,740,000 (5)	0			1,774,500

Nevada		98-054-3851
(State or Other Jurisdiction of Incorporation of Organization)		(I.R.S. Employer Identification No.)

1978 Vine Street, Suite ~~418-831 Royal Gorge Blvd.~~502 ~~Cañon City, CO 81212, USA~~Vancouver, British Columbia V6K 4S1 Canada		(604) 737 0203
(Address of principal executive offices) (ZIP Code)		(Registrant’s telephone number, including area code)

PART I	2 3
Item 1. Description of Business	2 3
Item 1A. Risk Factors	5 10
~~Item 1B. Unresolved Staff Comments~~	5
Item 2. Properties	5 10
Item 3. Legal Proceedings	13 15
Item 4. Submission of Matters to a Vote of Security Holders	13 15
PART II	13 16
Item 5. Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13 16
Item 6. Selected Financial Data	15 19
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations	15 19
Item 7A. Quantitative and Qualitative Disclosures about Market Risk	18 22
Item 8. Financial Statements and Supplementary Data	19 23
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	20 24
Item 9A. Controls and Procedures	20 24
Item 9A(T). Controls and Procedures	20 25
Item 9B. Other Information	20 25
PART III	21 26
Item 10. Directors, Executive Officers, Promoters and Corporate Governance	21 26
Item 11. Executive Compensation	23 27
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24 30
Item 13. Certain Relationships and Related Transactions, and Director Independence	25 31
Item 14. Principal Accountant Fees and Services	25 31
PART IV	26 32
Item 15. Exhibits and Financial Statement Schedules	26 32

Name of Property	Location	Nature of Interest	Status
~~Lady Ermalina Claims~~High Park Uranium Property	~~Vancouver Island, British Columbia, Canada~~Teller County, Fremont County, Colorado, USA	An 29 unpatented mining claims subject to a net mineral returns royalty of 2% (with an option to ~~acquire 100% interest.~~purchase royalty for $1,000,000).	~~Exploration~~ 24 additional claims have been staked. Drilling permit has been ~~obtained.~~granted and preliminary drilling of 37 holes completed on November 23, 2007.
~~Dome~~Proteus Claims	~~Beaverdell Area, Greenwood Mining Division~~ Fremont County, Park County, Saguache County, San Juan County, Colorado, USA	100% of all interests in ~~British Columbia, Canada~~419 unpatented lode uranium mining claims.	~~An option to acquire 100% interest.~~	~~Exploration permit has been obtained.~~Permit required for exploratory drilling.

Uranium Mineral Resource or Uranium Mineral Reserve Milestone	Payment
2 million pounds of Uranium Inferred Mineral Resource	$500,000
3 million pounds of Uranium Indicated Mineral Resource	Additional $500,000 (for an aggregate of $1,000,000)
4 million pounds of Uranium Measured Mineral Resource	Additional $500,000 (for an aggregate of $1,500,000)
5 million pounds or more of Uranium Probable Mineral Reserve	Additional $500,000 (for an aggregate of $2,000,000)

Uranium Mineral Resource or Uranium Mineral Reserve Milestone	Payment
2 million pounds of Uranium Inferred Mineral Resource	$500,000
3 million pounds of Uranium Indicated Mineral Resource	Additional $500,000 (for an aggregate of $1,000,000)
4 million pounds of Uranium Measured Mineral Resource	Additional $500,000 (for an aggregate of $1,500,000)
5 million pounds or more of Uranium Probable Mineral Reserve	Additional $500,000 (for an aggregate of $2,000,000)

Period	High ($)(1)	Low ($)(1)
June 1, 2010 – August 31, 2010	0.03	0.02
March 1, 2010 – May 31, 2010	0.03	0.01
December 1, 2009 – February 28, 2010	0.04	0.01
September 1, 2009 – November 30, 2009	0.02	0.01
June 1, 2009 – August 31, 2009	0.01	0.01
March 1, 2009 – May 31, 2009	0.01	0.01
December 1, 2008 – February 28, 2009	0.05	0.01
September 1, 2008 – November 30, 2008	0.04	0.01
June 1, 2008 – August 31, 2008	0.60	0.025
March 1, 2008 – May 31, 2008	0.98	0.35
December 1, 2007 – February 29, 2008	1.05	0.85
September 1, 2007 – November 30, 2007	1.30	0.82
June 1, 2007 – August 31, 2007	1.00	0.46

Period	High ($)	Low ($)
June 1, 2009 – August 31, 2009	0.01	0.01
March 1, 2009 – May 31, 2009	0.01	0.01
December 1, 2008 – February 28, 2009	0.05	0.01
September 1, 2008 – November 30, 2008	0.04	0.01
June 1, 2008 – August 31, 2008	0.60	0.025
March 1, 2008 – May 31, 2008	0.98	0.35
December 1, 2007 – February 29, 2008	1.05	0.85
September 1, 2007 – November 30, 2007	1.30	0.82
June 1, 2007 – August 31, 2007	1.00	0.46

							As of May 31, 2009
	As of May 31, 2010						Number of Common Shares to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)		Number of Common Shares Remaining Available for Future Issuance Under Equity Compensation Plans
	Number of Common Shares Issued or to be Issued Under Equity Compensation Plans		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights ($)		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		-		-		1,850,000
2007 Non-Qualified Stock Option Plan		62		0.27		4,938		25,000		0.27		1,975,000
Equity compensation plans approved by shareholders		0		0		0		0		0		0

Total		437		-		9,563		25,000		-		3,825,000

	For the Year Ended May 31, 2010 $			For the Year Ended May 31, 2009 $			Accumulated from April 4, 2006 (Date of Inception) to May 31, 2010 $
Revenue		–			–			–

Expenses

General and administrative (Note 6)		131,954			379,433			1,724,518
Mineral property costs		5,850			–			5,850
Professional fees		103,178			99,180			480,608

Total Expenses		240,982			478,613			2,210,976

Net Loss Before Other Income (Expenses)		(240,982	)		(478,613	)		(2,210,976	)

Other Income (Expenses)

Interest income		–			74			2,276
Miscellaneous income		–			1,467			1,467
Interest expense		(12,721	)		(39,539	)		(59,588	)
Accretion of convertible debenture discount		(8,433	)		(22,963	)		(31,396	)
Gain on disposal of property and equipment		7,277			–			7,277

Total Other Income (Expenses)		(13,877	)		(60,961	)		(79,964	)

Net Loss From Continuing Operations		(254,859	)		(539,574	)		(2,290,940	)

Discontinued Operations (Note 11)

Results from discontinued operations		(4,320	)		(82,855	)		(5,030,489	)

Total Loss From Discontinued Operations		(4,320	)		(82,855	)		(5,030,489	)

Net Loss		(259,179	)		(622,429	)		(7,321,429	)

Net Loss Per Share – Basic and Diluted (Note 2(e))

Net Loss Before Discontinued Operations		(2.26	)		(4.92	)
Discontinued Operations		(0.04	)		(0.76	)
Net Loss		(2.30	)		(5.68	)

Weighted Average Shares Outstanding		112,607			109,598

	Year Ended May 31, 2010 $			Year Ended May 31, 2009 $			Accumulated from April 4, 2006 (Date of Inception) to May 31, 2010 $
Operating Activities

Net income (loss) for the period		(259,179	)		(622,429	)		(7,321,429	)

Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount		8,433			22,963			31,396
Amortization		57			–			57
Common shares issued (cancelled) for services		–			–			32,000
Shares issued for mineral property costs		1,100			–			2,301,100
Impairment of mineral property costs		–			–			2,230,125
Stock-based compensation		–			88,210			576,120
Loss (Gain) on disposal of property and equipment		(7,277	)		–			(7,277	)
Loss from discontinued operations		1,087			16,070			37,785
Loss on conversation of convertible loan		–			7,596			–

Changes in operating assets and liabilities
Accounts payable and accrued liabilities		201,746			89,714			374,568
Other receivables		(1,433	)		8,841			(5,909	)
Prepaid expenses		–			381			(1,043	)
Due to related parties		–			–			(12,083	)

Net Cash Used in Operating Activities		(55,466	)		(388,654	)		(1,764,590	)

Investing Activities

Acquisition of mineral properties		–			–			(2,230,125	)
Acquisition of property and equipment		(2,030	)		–			(86,763	)
Proceeds from disposition of subsidiaries		32,970			–			32,970
Proceeds from disposal of property and equipment		7,277			-			24,777
Proceeds from disposal of property and equipment in discontinued operations		-			12,496			12,496

Net Cash Used in Investing Activities		38,217			12,496			(2,246,645	)

Financing Activities

Advances from related parties		28,400			168,461			211,233
Repayments to related parties		(50,561	)		–			(50,561	)
Proceeds from notes payable		38,332			–			61,694
Repayment of note payable		–			–			(23,362	)
Proceeds from loans payable		–			225,000			375,000
Repayment of loans payable		–			(25,000	)		(25,000	)
Proceeds from the issuance of common stock		–			–			3,661,575
Proceeds from common stock subscription		–			–			10,350
Share issuance costs		–			–			(207,500	)

Net Cash Provided by Financing Activities		16,171			368,461			4,013,429

(Decrease) Increase In Cash		(1,078	)		(7,697	)		2,194
Cash - Beginning of Period		3,272			10,969			–

Cash – End of Period		2,194			3,272			2,194

Non-Cash Investing and Financing Activities:
Convertible debt issued to settle loans payable		–			350,000			350,000
Convertible debt issued to settle related party advances		–			150,000			150,000
Common stock issued for mineral property acquisitions		1,100			–			2,201,100
Common stock issued for finders fee		–			–			100,000
Common shares issued for services		–			15,000			172,000
Disposal of property and equipment for debt settlement		16,952			–			16,952
Settlement of debt		453,987			–			453,987

Supplemental Disclosures
Interest paid		–			5,715			21,897
Income tax paid		–			–			–

											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

	For the year ended
	May 31, 2010			May 31, 2009

Net loss (A)	$	(259,179	)	$	(622,429	)

Weighted average outstanding shares of common stock – Basic (B)		112,607			109,598
Dilutive securities - Diluted (C)		–			–
		112,607			109,598
Earnings per share:
Basic (A/B)	$	(2.30	)	$	(5.68	)
Diluted (A/C)	$	(2.30	)	$	(5.68	)

(a)	During the year ended May 31, 2008, the Company entered into a consulting agreement on April 18, 2008 for a one year period. Pursuant to this agreement, the Company issued 50,000 common shares at $0.89 per common share with a fair value of $44,500. As at May 31, 2009, $nil (2008 – $37,084) is included in prepaid expenses.
(b)	During the year ended May 31, 2008, the Company entered into an investor relations agreement on May 7, 2008 for a one year period. Pursuant to this agreement, the Company issued 250,000 common shares at $0.45 per common share with a fair value of $112,500. As at May 31, 2009, $nil (2008 – $104,465) is included in prepaid expenses. Refer to Note 8(a).
(c)	As at May 31, 2009, the Company has prepaid rent of $1,073 (2008 – $1,454).

	For the year Ended May 31, 2010 $			For the year Ended May 31, 2009 $			Period from April 4, 2006 (Inception) To May 31, 2010 $
Expenses

Amortization		1,087			6,990			22,525
General and administrative		3,233			4,117			67,478
Impairment of mineral property costs		–			–			4,530,126
Professional fees		–			–			10,382
Mineral property costs		–			63,870			385,920
Loss on disposal of property and equipment		–			7,878			14,058

Net Loss from Discontinued Operations		(4,320	)		(82,855	)		(5,030,489	)

	May 31, 2010 $			May 31, 2009 $

Income tax recovery at statutory rate		(90,713	)		(217,850	)
Non-deductible expenses		385			30,874
Change in valuation allowance		90,328			186,976

Provision for income taxes		–			–

	May 31, 2010 $			May 31, 2009 $

Net operating loss carryforward		779,804			689,476
Valuation allowance		(779,804	)		(689,476	)

Net deferred income tax asset		–			–

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(1)	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class(1)
Common Share	Christopher Robin Relph (2) 15 Nebuck House Olde Towne at Sandyport West Bay Street, Nassau, Bahamas	35,207 (3)	29.6%	Christopher Robin Relph (2) 15 Nebuck House Olde Towne at Sandyport West Bay Street, Nassau, Bahamas	16,083,000 (3)	34%
	All Officers and Directors as a Group	35,207	29.6%	All Officers and Directors as a Group	16,083,000	34%
Common Share	Aran Asset Management SA Bahnhofplaz PO Box 4010 ZUG, 6304	7,325	6.2%	Mark Orsmond (4) 993 Hampshire Rd North Vancouver British Columbia, Canada V7R 1V2	5,200,000	11%
Common Share	Mark Orsmond (4) 993 Hampshire Rd North Vancouver British Columbia, Canada V7R 1V2	13,000	10.9%	Proteus Mining Limited (5) 2 New Square, Lincoln’s Inn London, Untied Kingdom WC2A 3RZ	3,000,000	6%
Common Share	Proteus Mining Limited (5) 2 New Square, Lincoln’s Inn London, Untied Kingdom WC2A 3RZ	7,500	6.3%

	Year Ended May 31, 2010		Year Ended May 31, 2009		Year Ended May 31, 2009		Year Ended May 31, 2008
Audit fees	$	25,000	$	35,910	$	35,910	$	23,800
Audit-related fees		0		0		0		0
Tax fees		0		0		0		0
All other fees		0		0		0		0
Total	$	25,000	$	35,910	$	35,910	$	23,800

Exhibit Number	Exhibit Description
10.1	~~Option Agreement, between 0887717 B.C. Ltd. and Mr. M. S. Morrison, dated August 23, 2010 (1)~~
~~10.2~~	~~Option Agreement with Argus Metals Corp., dated January 6, 2010 (2)~~
~~10.3~~	~~Execution and Settlement Agreement with Regal Uranium Inc. (3)~~
~~10.4~~	Amendment to Christopher Robin Relph Management Agreement dated December 1, 2008 ~~(3)~~(1)
~~10.5~~10.2	~~Amendment to Christopher Robin Relph Management~~Execution and Settlement Agreement ~~dated April 10, 2008 (4)~~
~~10.6~~	~~Robin Relph Management Agreement, dated May 7, 2007 (5)~~
~~10.7~~	~~2007 Non-Qualified Stock Plan (6)~~
~~10.8~~	~~2007 Non-Qualified Stock Option Plan (6)~~
~~99.1~~	~~Audit Committee Charter, dated September 25, 2009 (7)~~with Regal Uranium Inc. (1)
31.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	Buckingham Exploration Inc.

~~Date: September 23, 2010~~February 17, 2011	By:	/s/ Christopher Robin Relph
		Christopher Robin Relph
		Director, President, Chief Executive Officer Chief Financial Officer

SIGNATURES	TITLE	DATE


/s/ Christopher Robin Relph		~~September 23, 2010~~February 17, 2011
Christopher Robin Relph	Director, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer


/s/ Simon Eley		February 17, 2011
Simon Eley	Director