	For the Six Months Ended November 31, 2009 $			For the Six Months Ended November 31, 2008 $			Accumulated from April 4, 2006 (Date of Inception) to November 30, 2009 $
Operating Activities

Net income (loss) for the period		296,714			(431,834	)		(6,765,536	)

Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount		8,433			6,062			31,396
Amortization		–			5,707			–
Common shares issued (cancelled) for services		–			(68,339	)		32,000
Non-cash gain from settlement agreement		(421,017	)		–			(421,017	)
Impairment of mineral property costs		–			–			4,530,125
Stock-based compensation		–			91,484			576,120
Loss from discontinued operations		1,087			–			37,785
Foreign exchange loss		–			7,597			–

Changes in operating assets and liabilities
Bank indebtedness		–			190			–
Accounts payable and accrued liabilities		109,130			(3,165	)		281,952
Other receivables		(1,901	)		4,291			(4,089	)
Prepaid expenses		–			34,634			(1,043	)
Due to related parties		–			–			(12,083	)

Net Cash Used in Operating Activities		(7,554	)		(353,373	)		(1,714,390	)

Investing Activities

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

Net Cash Used in Investing Activities		–			–			(2,284,862	)

Financing Activities

Advances from related parties		6,900			142,404			187,445
Proceeds from note payable		–			–			23,362
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		6,900			342,404			4,001,870

(Decrease) Increase In Cash		(654	)		(10,969	)		2,618

Cash - Beginning of Period

3,272

10,969

–

Cash – End of Period

2,618

–

2,618

Non-Cash Investing and Financing Activities:

Convertible debt issued to settle loans payable

–

350,000

Convertible debt issued to settle related party advances

–

150,000

Common stock issued for mineral property acquisitions

–

2,200,000

Common stock issued for finders fee

–

100,000

Common shares issued for services

–

172,000

Disposal of property and equipment for debt settlement

16,952

–

16,952

Supplemental Disclosures

Interest paid

–

14,467

21,897

Income tax paid

–

For the Three
Months Ended
August 31, 2009
$

For the Three
Months Ended
August 31, 2008
$

Accumulated from
April 4, 2006
(Date of Inception) to
August 31, 2009
$

Operating Activities

Net income (loss) for the period 353,255 (239,332 ) (6,708,995 )

Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount
8,433 – 31,396
Amortization – – –
Common shares issued for services
– – 32,000
Gain from settlement agreement
(421,017 ) – (421,017 )
Impairment of mineral property costs
– – 4,530,125
Stock-based compensation 33,820 35,229 609,940
Loss from discontinued operations 1,087 2,946 37,785

Changes in operating assets and liabilities
Accounts payable and accrued liabilities
15,086 9,934 187,908
Other receivables
(297 ) 2,966 (2,485 )
Prepaid expenses
– (14,186 ) (1,043 )
Due to related parties
– – (12,083 )

Net Cash Used in Operating Activities (9,633 ) (202,443 ) (1,716,469 )

Investing Activities

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

Net Cash Used in Investing Activities – – (2,284,862 )

Financing Activities

Advances from related parties 6,900 135,841 187,445
Proceeds from note payable – – 23,362
Repayment of note payable – – (23,362 )
Proceeds from loans payable – 85,000 375,000
Repayment of loans payable – – (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 6,900 220,841 4,001,870

(Decrease) Increase In Cash (2,733 ) 18,398 539
Cash - Beginning of Period 3,272 10,969 –

Cash – End of Period 539 29,367 539

Non-Cash Investing and Financing Activities:
Convertible debt issued to settle loans payable – – 350,000
Convertible debt issued to settle related party advances – – 150,000
Common stock issued for mineral property acquisitions – – 2,200,000
Common stock issued for finders fee – – 100,000
Common shares issued for services – – 172,000
Disposal of property and equipment for debt settlement 16,952 – 16,952

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

The accompanying notes are an integral part of these financial statements

F-3

1. Nature of Operations and Continuance of Business

1.	~~Nature of Operations and Continuance of Business~~

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

These 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 ~~August 31,~~November 30, 2009, the Company has a working capital deficit of $247,585 and an accumulated deficit of ~~$6,721,009.~~$6,765,536. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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~~

2. Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

These 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 financial statements include the accounts of 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 9. Under the terms of the 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 to settle the convertible debenture. The Company’s fiscal year-end is May 31.

These 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 financial statements included the accounts of 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 9. Under the terms of the 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 to settle the convertible debenture. The Company’s fiscal year-end is May 31.

(b)

Interim Financial Statements

The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended May ~~31, 2009, included in the Company’s Annual Report on Form 10-K filed on September 15, 2009 with the SEC.~~

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at August 31, 2009 and 2008, and the results of its operations and cash flows for the three months ended August 31, 2009 and 2008. The results of operations for the three months ended August 31, 2009, included in the Company’s Annual Report on Form 10-K filed on September 15, 2009 with the SEC.

The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position at November 30, 2009 and 2008, and the results of its operations and cash flows for the six months ended November 30, 2009 and 2008. The results of operations for the six months ended November 30, 2009 are not necessarily indicative of the results to be expected for future quarters or the full year.

F-4

2. Summary of Significant Accounting Policies (continued)

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

(c)

Use of Estimates

The preparation of the 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 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.

~~(d)~~

~~Cash and Cash Equivalents~~

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

~~(e)~~

~~Property and Equipment~~

(d) Cash and Cash Equivalents

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

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

~~(f)~~

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

~~The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share~~" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. 6,580,000 outstanding warrants and 3,025,000 options issuable have been excluded from the three month ended August 31, 2009 calculation as they would be anti-dilutive.

(e) Property and Equipment

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

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

The Company computes net income (loss) per share in accordance with ASC 260, Earnings per Share which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. A total of 5,030,000 (2008 – 14,380,000) outstanding warrants and 3,025,000 (2008 – 3,025,000) options outstanding issuable have been excluded from the three and six months ended November 30, 2009 and 2008 calculation as they would be anti-dilutive.

Components of basic and diluted earnings per share for the three and six month period ended November 30, 2009 and 2008 were as follows:

	For the three month period ended						For the six month period ended
	November 30, 2009 $			November 30, 2008 $			November 30, 2009 $		November 30, 2008 $

Net income (loss) (A)		(56,541	)		(192,502	)		296,714		(431,834	)

Weighted average outstanding shares of common stock – Basic (B)		46,848,000			43,512,250			45,905,000		43,762,250
Dilutive securities - Diluted (C)		–			–			8,055,000		–
		46,848,000			43,512,250			53,960,000		43,762,250
Earnings per share:
Basic (A/B)		(0.00	)		(0.00	)		0.01		(0.01	)
Diluted (A/C)		(0.00	)		(0.00	)		0.01		(0.01	)

F-5

~~Components~~

2. Summary of ~~basic and diluted earnings per share~~Significant Accounting Policies (continued)

(g) Comprehensive Loss

ASC 220, Comprehensive Income establishes standards for the ~~three month period ended August 31,~~reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2009 and 2008, ~~were as follows:~~the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

For the three month period ended

August 31, 2009
$

August 31, 2008
$

Net income (loss) (A) 353,255 (239,332 )

Weighted average outstanding shares of common stock – Basic (B) 44,972,000 41,112,512
Dilutive securities - Diluted (C) 9,605,000 12,405,000
54,577,000 63,517,512
Earnings per share:
Basic (A/B) 0.01 (0.01 )
Diluted (A/C) 0.01 (0.00 )

(h) Mineral Property Costs

The Company has been in the exploration stage since its inception on April 4, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. The Company assesses the carrying costs for impairment under ASC 360, Property, Plant, and Equipment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

(i) Asset Retirement Obligations

The Company records the fair value of an asset retirement obligation as a liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets that result from the acquisition, construction, development and/or normal use of assets in accordance with ASC 440 Asset Retirement and Environmental Obligations. The initial recognition of any liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. To date, the Company has not incurred any asset retirement obligations.

(j) Long-Lived Assets

In accordance with ASC 360, Property Plant and Equipment the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

F-6

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

~~(g)~~

~~Comprehensive Loss~~

~~SFAS No. 130, “Reporting Comprehensive Income~~,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at August 31, 2009 and 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.

~~(h)~~

~~Mineral Property Costs'~~

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

~~(i)~~

~~Asset Retirement Obligations~~

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

~~(j)~~

~~Long-Lived Assets~~

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

(k) Financial Instruments

~~F-7~~ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

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

~~(k)~~

~~Financial Instruments~~

~~SFAS No. 157 “Fair Value Measurements~~” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. 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 within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. SFAS No. 157 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

Level 2

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

Level 3

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

~~The Company’s financial instruments consist principally of cash, receivables, and accounts payable. Pursuant to SFAS No. 157,~~The Company’s financial instruments consist principally of cash, receivables, and accounts payable.

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

(l)

Income Taxes

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

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

(m)

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, 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 six month period ended November 30, 2009, the Company recorded stock-based compensation of $nil (2008 - $91,484) as general and administrative expense.

(n) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with ASC 740 Foreign Currency Translation Matters, using the exchange rate prevailing at the balance sheet date. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

~~The Company records stock-based compensation in accordance with SFAS No. 123R, “Share Based 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 three month period ended August 31, 2009, the Company recorded stock-based compensation of $nil (2008 - $35,229) as general and administrative expense.

~~F-8~~F-7

2. Summary of Significant Accounting Policies (continued)

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

~~(n)~~

~~Foreign Currency Translation~~

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

~~(o)~~

~~Recent Accounting Pronouncements~~

~~In June 2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162~~”. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission “SEC” under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. This statement is effective for financial statements issued for interim and annual periods ending after September 30, 2009. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

~~In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)~~”. The objective of this statement is to improve financial reporting by enterprises involved with variable interest entities. This statement addresses (1) the effects on certain provisions of FASB Interpretation No. 46 (revised December 2003), “~~Consolidation of Variable Interest Entities”, as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166, “Accounting for Transfers of Financial Assets~~”, and (2) concern about the application of certain key provisions of FASB Interpretation No. 46(R), including those in which the accounting and disclosures under the Interpretation do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. This statement is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. Earlier application is prohibited. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

~~In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets – an amendment of FASB No. 140~~”. The object of this statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance, and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. This statement addresses (1) practices that have developed since the issuance of SFAS No. 140, “~~Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities~~”, that are not consistent with the original intent and key requirements of that statement and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. SFAS No. 166 must be applied as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period and for interim and annual reporting periods thereafter. Earlier application is prohibited. This statement must be applied to transfers occurring on or after the effective date. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. The disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date of this statement. The adoption of this statement is not expected to have a material effect on the Company’s financial statements.

~~F-9~~

(o) Recent Accounting Pronouncements

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

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. 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. Refer to Note 11.

~~In May 2009, FASB issued SFAS No. 165,~~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 ~~“Subsequent Events”.~~ SFAS 165 establishes general standards of for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date. 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 SFAS 165 did not have a material effect on the Company’s financial statements.

~~In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities~~”. FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “~~Earnings per Share~~.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this statement did not have a material effect on the Company’s financial statements.

~~(o)~~

~~Recent Accounting Pronouncements (continued)~~

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

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

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

~~(p)~~

~~Reclassification~~

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

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.

~~F-10~~

(p) Reclassification

3.	~~Mineral Properties~~

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

3. Mineral Properties

On May 9, 2007, the Company entered into a purchase agreement with Pikes Peak Resources, Inc. (“Pikes”), a British Columbia corporation, for the acquisition of 29 unpatented mining claims located in Teller County, Colorado. The purchase consideration for the claims was $1,000,000, payable as to $500,000 cash and the issuance of 5,000,000 common shares of the Company with a fair value of $500,000. Pikes will receive net returns royalty of 2% of the proceeds of minerals mined and sold from the claims. The Company reimbursed $3,700 to Pikes for the costs of locating the claims. The Company has an option to purchase the royalty for $1,000,000 as adjusted for inflation. The Company has also agreed to buy back shares of common stock from Pikes at prevailing market price up to $150,000 for any taxes payable by Pikes as a result of the transaction. Pikes shall also have the option to repurchase the claims upon abandonment by the Company. As it has not been determined whether there are proven or probable reserves on the property, the Company recognized an impairment loss of $1,100,000 of mineral property acquisition costs for the year ended May 31, 2007. During the ~~three~~six month period ended ~~August 31,~~November 30, 2009, the Company transferred all mineral properties to Regal Uranium Inc. pursuant to the Settlement and Execution Agreement (Note 9).

On July 27, 2007, the Company entered into an exploration agreement with an option to purchase a property known as High Park Trails Ranch in Teller County, Colorado. The property adjoins the Company’s High Park Uranium Project. Pursuant to the terms of the option agreement, the Company paid an option payment of $100,000 on July 27, 2007 to acquire the surface and mineral estates over 265 acres, with a further payment of $2,900,000 at the end of a twelve month period to exercise the non-exclusive option to purchase the property. During the option period, the Company has full access to the property to conduct an exploration and drill program to ascertain whether it wishes to exercise its option. The Company must also pay a production royalty of approximately 5% of the net returns generated by the Company from the exploration of the property. As it has not been determined whether there are proven or probable reserves on the property, the Company recognized an impairment loss of $100,000 of mineral property acquisition costs for the year ended May 31, 2008. During the year ended May 31, 2009, the Company decided not to pursue any further exploration of the property. During the ~~three~~six month period ended ~~August 31,~~November 30, 2009, the Company transferred all mineral properties to Regal Uranium Inc. pursuant to the Settlement and Execution Agreement (Note 9).

F-8

3. Mineral Properties (continued)

On August 27, 2007, the Company entered into an exclusive option agreement with Proteus Mining Limited (“Proteus”) for the acquisition of 939 unpatented lode mining claims located in Colorado. Proteus will also receive net returns royalty of 2% of the proceeds of minerals mined and sold from the claims. As at November 30, 2007, the Company had made payments of $1,375,000 relating to the acquisition of the mining claims. On January 21, 2008, the agreement was amended to acquire 419 unpatented lode mining claims in exchange for an additional $210,000 and the issuance of 3,000,000 common shares of the Company with a fair value of $1,500,000. As it has not been determined whether there are proven or probable reserves on the property, the Company recognized an impairment loss of $3,085,000 of mineral property acquisition costs for the year ended May 31, 2008. During the ~~three~~six month period ended ~~August 31,~~November 30, 2009, the Company transferred all mineral properties to Regal Uranium Inc. pursuant to the Settlement and Execution Agreement (Note 9).

4.	4. Related Party Transactions

~~(a)~~

~~During the three month period ended August 31, 2009, the Company incurred $30,000 (August 31, 2008 - $70,000) for management services provided by the President of the Company.~~

~~(b)~~

Included in accounts payable and accrued liabilities at August 31, 2009, is $122,267 (May 31, 2009 - $86,058) owing to the President of the Company, representing advances of $32,267 made to the Company, and unpaid management fees of $90,000.

~~F-11~~

(a) During the six month period ended November 30, 2009, the Company incurred $60,000 (November 30, 2008 - $131,240) for management services provided by the President of the Company.

(b) Included in accounts payable and accrued liabilities at November 30, 2009, is $38,308 (May 31, 2009 - $86,058) owing to the President of the Company, representing advances of made to the Company, and unpaid management fees.

5.	~~Common Stock~~

~~(a)~~

~~On June 5, 2009, the Company issued 1,014,600 restricted common shares at $0.01 per share to a debenture holder in full consideration of $13,528 in accrued interest (Note 6).~~

5. Common Stock

~~(b)~~

On June 5, 2009, the Company entered into an agreement with a debenture holder to issue 1,014,600 restricted common shares at $0.01 per share in full consideration of $10,146 in interest accrued up to May 31, 2009 (Notes 6 and 11).

(a) On June 5, 2009, the Company issued 1,014,600 restricted common shares at $0.01 per share to a debenture holder in full consideration of $13,528 in accrued interest (Note 6).

~~(c)~~

On June 5, 2009, the Company entered into an agreement with a debenture holder to issue 13,528,000 restricted common shares at $0.01 per share in full consideration of $13,528 in interest accrued up to May 31, 2009 (Notes 6 and 11).

(b) On June 5, 2009, the Company entered into an agreement with a debenture holder to issue 1,014,600 restricted common shares at $0.01 per share in full consideration of $10,146 in interest accrued up to May 31, 2009. The Company issued the 1,014,600 restricted shares on September 21, 2009 (Note 6).

(c) On June 5, 2009, the Company entered into an agreement with a debenture holder to issue 1,352,800 restricted common shares at $0.01 per share in full consideration of $13,528 in interest accrued up to May 31, 2009. The Company issued the 1,352,800 restricted shares on September 21, 2009 (Note 6).

6. Secured Convertible Debentures

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

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

In accordance with ~~EITF 00-27 “~~ASC 470-20, ~~Application of Issue No. 98-5 to Certain Convertible Instruments~~Debt – Debt with Conversion and Other Options”, 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 will be accreted to the face value of $500,000 to maturity.

The Debentures 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 ~~33,820,000~~3,382,000 restricted common shares to settle interest accrued up to May 31, 2009 in the amount of $33,820. On June 5, 2009, the Company issued ~~10,146,000~~1,014,600 restricted common shares to one of the debenture holders (Note ~~5 (a)~~5(a)) and ~~subsequently,~~ on September 21, 2009, issued ~~23,674,000~~2,367,400 restricted common shares to two debenture holders ~~(Note 11)~~(Notes 5(b) and (c)).

F-9

6. Secured Convertible Debentures (continued)

During the ~~three~~six months ended ~~August 31,~~November 30, 2009, 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 9.

~~F-12~~

7.	7. Stock Options

In November 2007, the Company adopted a stock compensation plan (the “Stock Plan”) to issue up to 2,000,000 common shares to executives, employees and consultants. A total of 1,850,000 common shares are available for future issuance under the Stock Plan as of ~~August 31,~~November 30, 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 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 1,975,000 common shares are available for future issuance under the Plan as of August 31, 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

· ~~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

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

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

The following is a summary of the stock option activity for the ~~three~~six month period ended ~~August 31,~~November 30, 2009.

Number of Options
Weighted Average
Exercise Price

Weighted Average Remaining Contractual
Term (years)

Aggregate
Intrinsic Value

Outstanding, May 31, 2009 3,025,000 $ 0.27
Granted – –

Outstanding, August 31, 2009 3,025,000 $ 0.27 0.99 $ –

Exercisable, August 31, 2009 3,025,000 $ 0.27 0.99 $ –

~~F-13~~

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

Outstanding, May 31, 2009		3,025,000	$	0.27
Granted		–		–

Outstanding, November 30, 2009		3,025,000	$	0.27		0.75	$	–

Exercisable, November 30, 2009		3,025,000	$	0.27		0.75	$	–

The following is a summary of the status of stock options outstanding and exercisable at ~~August 31,~~November 30, 2009. As at ~~August 31,~~November 30, 2009, there are no unvested options.

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

2,000,000	$ 0.10	1.25	$ 0.10	1.00
1,000,000	$ 0.60	0.50	$ 0.60	0.25
25,000	$ 1.00	0.25	$ 1.00	0.31

3,025,000

8.	F-10 8. Warrants

The following is a summary of the warrant activity during the ~~three~~six month period ended ~~August 31,~~November 30, 2009:

Weighted
Number Average
Of Exercise
Warrants Price

Balance, May 31, 2009 10,080,000 $ 0.55
Granted – –
Exercised – –
Expired (3,500,000 ) $ 1.00

Balance, August 31, 2009 6,580,000 $ 0.32

~~F-14~~

			Weighted
	Number		Average
	Of		Exercise
	Warrants		Price
Balance, May 31, 2009		10,080,000		$ 0.55
Granted		–		–
Exercised		–		–
Expired		(5,050,000		$ 1.00

Balance, November 30, 2009		5,030,000		$ 0.11

The following is a summary of the warrants outstanding at ~~August 31,~~November 30, 2009:

Number Of Warrants
Weighted Average
Exercise Price
Expiry Date

   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

6,580,000

Number Of Warrants	Weighted Average Exercise Price	Expiry Date
30,000	$1.00	April 21, 2010
5,000,000	$0.10	September 24, 2010

5,030,000

9.	9. 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 and accrued interest in consideration for the transfer of all interests in the Company’s wholly-owned subsidiaries and its property and equipment and mineral properties. Refer to Note 6.

Gain on disposal of discontinued operations is summarized as follows:

	~~August 31,~~ November 30, 2009 $
	$
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		~~421,017~~453,987

~~F-15~~F-11

9.	9. Discontinued Operations (continued)

The results of discontinued operations are summarized as follows:

	For the Three months		For the Three months			For the Six months			For the Six months			Period from April 4, 2006
	Ended		Ended			Ended			Ended			(Inception)
	November 30,		November 30,			November 30,			November 30,			To August 31,
	2009 $		2008 $			2009 $			2008 $			2009 $
Expenses

Amortization		–		2,762			1,087			5,707			22,525
General and administrative		–		34,278			3,233			34,279			67,478
Impairment of mineral property costs		–		–			–			–			4,530,126
Mineral property costs		–		4,995			–			63,870			385,920
Professional fees		–		11,091			–			11,091			10,382
Loss on disposal of property and equipment		–		–			–			–			14,058

Net Loss from Discontinued Operations		–		(53,126	)		(4,320	)		(114,947	)		(5,030,489	)

Period from
For three months For three months April 4, 2006
Ended Ended (Inception)

August 31, 2009

August 31, 2008

To August 31, 2009

Expenses

Amortization 1,087 2,946 22,525
General and administrative 3,233 – 67,478
Impairment of mineral property costs – – 4,530,126
Professional fees – – 10,382
Mineral property costs – 58,875 385,920
Loss on disposal of property and equipment – – 14,058

Net Loss from Discontinued Operations $ (4,320 ) $ (61,821 ) $ (5,030,489 )

10. 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.

~~F-16~~

~~10.~~

~~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 250,000 restricted common shares of the Company (issued) and an additional $85,000 by July 5, 2008, which has not been paid due to dispute over non performance of the contractual obligations of the consultant. In October 2008, the Company issued a written notice of rescission of the agreement and cancellation of the 250,000 restricted common shares due to the failure of the public relations consultant to provide services in accordance of the agreement.

~~11.~~

~~Subsequent Events~~

~~Effective this quarter, the Company implemented SFAS No. 165, “Subsequent Events~~” (“SFAS 165”). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS 165 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after August 31, 2009 up through October 19, 2009, the date the Company issued ~~these~~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 of the agreement.

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 subsidiaries and~~ include management fees, consulting fees, foreign exchange loss, transfer agent and filing fees, office supplies, travel expenses, rent, communication expenses (cellular, internet, fax and telephone), bank changes, advertising and promotion costs, office maintenance, courier and postage costs and office equipment.

Liquidity and Capital Resources

As of ~~August 31,~~November 30, 2009 we have a cash of ~~$539,~~$2,618, receivables of ~~$2,485~~$4,090 and no prepaid expenses for total current assets of ~~$3,024.~~$6,708. Our working capital deficit is ~~$191,044.~~$247,585. Our deficit accumulated during the exploration stage was ~~$6,708,995~~$6,765,536 and was funded through equity financing and shareholder loans. During the three months ended ~~August 31,~~November 30, 2009, we received an advance of $6,900 from a related ~~party.~~parties. Since our inception on April 4, 2006 to August 31, 2009 we have raised net proceeds of $3,661,575 from the sale of our common stock.

During the ~~three~~six months ended ~~August 31,~~November 30, 2009, we used net cash of ~~$9,633~~$7,554 in operating activities and received net cash of $6,900 from financing activities. This compares to ~~$202,443~~$353,373 of net cash used in operating activities and ~~$220,841~~$342,404 net cash received from financing activities for the same period in 2008. We did not use any cash in, or receive any cash from investing activities during the ~~three months~~six month period ended ~~August 31,~~November 30, 2009 as our financial resources were limited.

From April 4, 2006 (Date of Inception) to ~~August 31,~~November 30, 2009 we used net cash of ~~$1,716,469~~$1,714,390 in operating activities, ~~$2,284,863~~$2,284,862 in investing activities, and received net cash of $4,001,870 from financing activities.

As of ~~August 31,~~November 30, 2009, our cash of ~~$539~~$2,618 is insufficient to cover our current monthly burn rate.

We estimate our planned expenses for the next year (from ~~September~~December 1, 2009), excluding any property acquisition costs, to be approximately ~~$200,000,~~$925,000, as summarized in the table below.

Description of Expense Amount
General and Administrative Expenses $ 200,000
Total $ 200,000

Description of Expense	Amount
Exploration of mineral properties to be acquired	$100,000
Proteus Claims Maintenance fees	$165,000
Surveying and evaluation of reserves on the properties to be acquired	$100,000
Professional Fees	$100,000
General and Administrative Expenses	$500,000
Total	$965,000

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

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

As at ~~August 31,~~November 30, 2009, we had nominal cash of ~~$539~~$2,618 in the bank. Based on our planned expenditures, we require a minimum of $965,000 to proceed with our plan of operations over the next twelve months (beginning ~~September~~December 1, 2009). If we achieve less than the full amount of financing that we require we will scale back our planned exploration activities and our day to day operations in order to reduce our exploration expenses and general and administrative expenses to a level appropriate to the financial resources available to us.

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

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

The debenture was secured by a security interest in all our current and future assets and assets of our subsidiaries.

On June 5, 2009, we entered into agreements with debenture holders to issue 33,820,000 restricted common shares to settle interest accrued up to May 31, 2009 in the amount of $33,820. We issued ~~10,146,000~~1,0146,00 restricted common shares to one of the debenture holders. We further issued ~~23,674,000~~2,367,400 restricted common shares to two debenture holders on September 21, 2009.

During the three months ended August 31, 2009, we defaulted on the convertible debentures and received a notice of default under the terms of the debenture with Regal Uranium Inc. We subsequently entered in an Execution and Settlement Agreement (the “Settlement Agreement”) dated August 27, 2009 with Regal Uranium Inc. for the settlement of the outstanding convertible debenture in the amount of $150,000 plus accrued interest. In accordance with the Settlement Agreement, we agreed to transfer all of our issued and outstanding shares in our wholly-owned subsidiaries, Hyde Park Uranium Inc. and Alpha Beta Uranium, Inc. and all of our property and equipment and our mineral properties to Regal Uranium Inc. ~~On September 25, 2009, we transferred all shares in our subsidiaries to Regal Uranium Inc.~~

Future Financings

We have no revenues, have achieved losses since inception, and rely upon the sale of our securities to fund operations. We will not generate revenues even if our exploration program indicates that a mineral deposit may exist on our future mineral claims. Accordingly, we will be dependent on future additional financing in order to acquire new prospective claims, maintain our operations and continue our exploration activities.

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

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

Product Research and Development

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

Acquisition of Plant and Equipment and Other Assets

We do not anticipate the sale or acquisition of ~~any material properties,~~ plant or equipment during the next twelve months. We are currently actively reviewing potential mineral properties to acquire. Any acquisitions are subject to obtaining additional financing.

Off-Balance Sheet Arrangements

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

Inflation

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

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

PART I – FINANCIAL INFORMATION
		2
ITEM 1.	FINANCIAL STATEMENTS	32
ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION/ PLAN OF OPERATIONS	43
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	9
ITEM 4.	CONTROL AND PROCEDURES	109

PART II – OTHER INFORMATION
		10
ITEM 1.	LEGAL PROCEEDINGS	1110
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	1110
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1210
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE SECURITY HOLDERS	1210
ITEM 5.	OTHER INFORMATION	1210
ITEM 6.	EXHIBITS	1210

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

	August 31,			May 31,
	2009			2009			November 30,			May 31,
	$			$			2009 $			2009 $
	(unaudited)						(unaudited)
ASSETS

Current Assets

Cash		539			3,272			2,618			3,272
Receivables		2,485			2,188			4,090			2,188
Prepaid expenses and deposits		–			1,073			–			1,073

Total Current Assets		3,024			6,533			6,708			6,533

Net Assets of Discontinued Operations (Note 9)		–			18,039			–			18,039

Total Assets		3,024			24,572			6,708			24,572

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable (Note 4)		190,229			154,993			252,039			154,993
Accrued liabilities (Notes 4 and 6)		3,839			36,291			2,254			36,291
Secured convertible debentures (Note 6)		–			411,407			–			411,407

Total Current Liabilities		194,068			602,691			254,293			602,691

Commitments and Contingencies (Notes 1 and 10)

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
45,026,850 and 44,012,250 shares issued and outstanding, respectively		4,503			4,401
47,394,250 and 44,012,250 shares issued and outstanding, respectively								4,739			4,401

Additional Paid-in Capital		6,489,774			6,479,730			6,513,212			6,479,730

Common Stock Subscribed		23,674			–

Deficit Accumulated During the Exploration Stage		(6,708,995	)		(7,062,250	)		(6,765,536	)		(7,062,250	)

Total Stockholders’ Deficit		(194,044	)		(578,119	)		(247,585	)		(578,119	)

Total Liabilities and Stockholders’ Deficit		3,024			24,572			6,708			24,572

	For the Three Months Ended August 31, 2009 $			For the Three Months Ended August 31, 2008 $			Accumulated from April 4, 2006 (Date of Inception) to August 31, 2009 $
										For the Three Months Ended November 30, 2009 $			For the Three Months Ended November 30, 2008 $			For the Six Months Ended November 30, 2009 $			For the Six Months Ended November 30, 2008 $			Accumulated from April 4, 2006 (Date of Inception) to November 30, 2009 $
Revenue		–			–			–			–			–			–			–			–

Expenses

General and administrative (Note 4)		30,437			138,438			1,623,001			33,933			105,416			64,370			243,855			1,656,934
Professional fees		12,517			33,995			389,947			55,120			18,583			67,637			52,577			445,067

Total Expenses		42,954			172,433			2,012,948			89,053			123,999			132,007			296,432			2,102,001

Net Loss Before Other Income (Expenses)		(42,954	)		(172,433	)		(2,012,948	)		(89,053	)		(123,999	)		(132,007	)		(296,432	)		(2,102,001	)

Other Income (Expenses)

Interest income		–			24			2,276			–			49			–			74			2,276
Miscellaneous income		–			–			1,467			–			–			–			–			1,467
Interest expense		(12,055	)		(5,102	)		(58,922	)		(458	)		(9,364	)		(12,513	)		(14,467	)		(59,380	)
Accretion of convertible debenture discount		(8,433	)		–			(31,396	)		–			(6,062	)		(8,433	)		(6,062	)		(31,396	)

Total Other Income (Expenses)		(20,488	)		(5,078	)		(86,575	)		(458	)		(15,377	)		(20,946	)		(20,455	)		(87,033	)

Net Income (Loss) From Continuing Operations		(63,442	)		(177,511	)		(2,099,523	)		(89,511	)		(139,376	)		(152,953	)		(316,887	)		(2,189,034	)

Discontinued Operations (Note 9)

Gain on disposal of discontinued operations		421,017			–			421,017			32,970			–			453,987			–			453,987
Results from discontinued operations		(4,320	)		(61,821	)		(5,030,489	)		–			(53,126	)		(4,320	)		(114,947	)		(5,030,489	)

Total Loss From Discontinued Operations		416,697			(61,821	)		(4,609,472	)
Total Gain (Loss) From Discontinued Operations											32,970			(192,502	)		449,667			(431,834	)		(4,576,502	)

Net Income (Loss)		353,255			(239,332	)		(6,708,995	)		(56,541	)		(192,502	)		296,714			(431,834	)		(6,765,536	)

Net Income (Loss) Per Share – Basic and Diluted

Net Income (Loss) Before Discontinued Operations		0.00			(0.01	)					-			–			-			(0.01	)
Discontinued Operations		0.01			–						-			-			0.01			–
Net Income (Loss)		0.01			(0.01	)					-			-			0.01			(0.01	)

Weighted Average Shares Outstanding		44,972,000			41,112,512						46,848,000			43,512,250			45,905,000			43,762,250

	For the three month period ended
	August 31, 2009 $		August 31, 2008 $

Net income (loss) (A)		353,255		(239,332	)

Weighted average outstanding shares of common stock – Basic (B)		44,972,000		41,112,512
Dilutive securities - Diluted (C)		9,605,000		12,405,000
		54,577,000		63,517,512
Earnings per share:
Basic (A/B)		0.01		(0.01	)
Diluted (A/C)		0.01		(0.00	)

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

Outstanding, May 31, 2009		3,025,000	$	0.27
Granted		–		–

Outstanding, August 31, 2009		3,025,000	$	0.27		0.99	$	–

Exercisable, August 31, 2009		3,025,000	$	0.27		0.99	$	–

							Period from
	For three months			For three months			April 4, 2006
	Ended			Ended			(Inception)
	August 31, 2009			August 31, 2008			To August 31, 2009

Expenses

Amortization		1,087			2,946			22,525
General and administrative		3,233			–			67,478
Impairment of mineral property costs		–			–			4,530,126
Professional fees		–			–			10,382
Mineral property costs		–			58,875			385,920
Loss on disposal of property and equipment		–			–			14,058

Net Loss from Discontinued Operations	$	(4,320	)	$	(61,821	)	$	(5,030,489	)

	For theThree Months Ended August 31, 2009 $			For the Three Months Ended August 31, 2008 $			Accumulated from April 4, 2006 (Date of Inception) to August 31, 2009 $
										For the Three Months Ended November 30, 2009 $			For the Three Months Ended November 30, 2008 $			For the Six Months Ended November 30, 2009 $			For the Six Months Ended November 30, 2008 $			Accumulated from April 4, 2006 (Date of Inception) to November 30, 2009 $
Revenue		–			–			–			–			–			–			–			–

Expenses

General and administrative (Note 4)		30,437			138,438			1,623,001			33,933			105,416			64,370			243,855			1,656,934
Professional fees		12,517			33,995			389,947			55,120			18,583			67,637			52,577			445,067

Total Expenses		42,954			172,433			2,012,948			89,053			123,999			132,007			296,432			2,102,001

Net Loss Before Other Income (Expenses)		(42,954	)		(172,433	)		(2,012,948	)		(89,053	)		(123,999	)		(132,007	)		(296,432	)		(2,102,001	)

Other Income (Expenses)

Interest income		–			24			2,276			–			49			–			74			2,276
Miscellaneous income		–			–			1,467			–			–			–			–			1,467
Interest expense		(12,055	)		(5,102	)		(58,922	)		(458	)		(9,364	)		(12,513	)		(14,467	)		(59,380	)
Accretion of convertible debenture discount		(8,433	)		–			(31,396	)		–			(6,062	)		(8,433	)		(6,062	)		(31,396	)

Total Other Income (Expenses)		(20,488	)		(5,078	)		(86,575	)		(458	)		(15,377	)		(20,946	)		(20,455	)		(87,033	)

Net Income (Loss) From Continuing Operations		(63,442	)		(177,511	)		(2,099,523	)		(89,511	)		(139,376	)		(152,953	)		(316,887	)		(2,189,034	)

Discontinued Operations (Note 9)

Gain on disposal of discontinued operations		421,017			–			421,017			32,970			–			453,987			–			453,987
Results from discontinued operations		(4,320	)		(61,821	)		(5,030,489	)		–			(53,126	)		(4,320	)		(114,947	)		(5,030,489	)

Total Loss From Discontinued Operations		416,697			(61,821	)		(4,609,472	)
Total Gain (Loss) From Discontinued Operations											32,970			(192,502	)		449,667			(431,834	)		(4,576,502	)

Net Income (Loss)		353,255			(239,332	)		(6,708,995	)		(56,541	)		(192,502	)		296,714			(431,834	)		(6,765,536	)

Net Income (Loss) Per Share – Basic and Diluted

Net Income (Loss) Before Discontinued Operations		0.00			(0.01	)					-			–			-			(0.01	)
Discontinued Operations		0.01			–						-			-			0.01			–
Net Income (Loss)		0.01			(0.01	)					-			-			0.01			(0.01	)

Weighted Average Shares Outstanding		44,972,000			41,112,512						46,848,000			43,512,250			45,905,000			43,762,250

Exhibit	Exhibit
Number	Description
99.1
~~10.2~~	~~Execution and Settlement Agreement with Regal Uranium Inc. (1)~~
	Audit Committee Charter, dated September 25, 2009
31.1	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

	Buckingham Exploration Inc.
	(Registrant)

	/s/ Christopher Robin Relph
Date: ~~October 20, 2009~~January 19, 2010	Christopher Robin Relph
	Director, President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer