UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q/A

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

For the quarterly period ended ~~August 31,~~November 30, 2009

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

For the transition period from ______________________ To ______________________

Commission file number 000-53462

BUCKINGHAM EXPLORATION INC.

(Exact name of registrant as specified in its charter)

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

Suite 418-831 Royal Gorge Blvd.

Cañon City, CO 81212, USA

(Address of principal executive offices)

(604) 737-0203

(Registrant’s telephone number, including area code)

_____________________________________________________

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

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer oAccelerated filer oNon-accelerated filer oSmaller reporting company þ

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~October 20, 2009~~January 18, 2010 the registrant’s outstanding common stock consisted of 45,026,850 shares.

EXPLANATORY NOTE

This Form 10-Q/A amends the Form 10-Q for the ~~three~~nine months ended ~~August 31,~~November 30, 2009 filed by Buckingham Exploration Inc. (“we”, “us”, “our” or the “Company”) filed with the Securities and Exchange Commission on ~~October 20, 2009~~January 19, 2010 and restates its unaudited financial statements for the ~~three~~six months ended ~~August 31,~~November 30, 2009, the notes thereto and related disclosure, to reflect an adjustment to the accounting and disclosure of the settlement of the convertible debentures issued by us on September 24, 2008. As a result, the unaudited interim financial statements included in the originally filed Form 10-Q should not be relied upon.

In addition, this Form 10-Q/A amends the originally filed Form 10-Q to ~~clarify certain disclosure~~correct an inadvertent error relating to the ~~business of the Company upon disposal of its subsidiaries~~company’s planned expenses and ~~to correct~~ certain typographical errors. These errors were discovered during the course of the review of the Company’s disclosure in connection with the recent restatements of its financial statements as disclosed in the Form 8-K filed on September 21, 2010.

On September 24, 2008, we entered into secured convertible debenture purchase agreements with three investors pursuant to which we sold three convertible debentures to the investors in the aggregate amount of $500,000 and we also granted to them warrants to purchase up to an aggregate of 12,500 shares of our common stock at an exercise price of $40 per share exercisable for a period of 2 years. The debentures accrued interest at a rate of 10% per annum and were convertible into shares of our common stock at a price of $20 per share. As collateral security, we granted the investors a security interest in all the right, title and interest of all of our present and future assets.

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

~~An amount receivable from Regal of $32,970 should have been recognized in connection with the settlement agreement. In addition,~~ Regal should have been considered a related party as the sole director and officer of the Company was a director of Regal and owned 15% of the outstanding common stock of Regal at the time of the transaction. Accordingly, a gain on discontinued operations from the debenture settlement of $453,987 should have been recorded as a capital transaction in additional paid-in capital and the unaudited financial statements and the notes thereto included herein have been restated to reflect this adjustment and disclosure of the related party transaction, and corresponding amendments have been made to the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ~~re lating~~relating to the ~~amount receivable and~~ debentures.

On June 5, 2009, we entered into agreements with two debenture holders, Regal and Joerg Gruber, to issue a total of 2,367,400 restricted common shares at $0.01 per share in full consideration of $23,674 in interest accrued up to May 31, 2009. The settlement of accrued interest was recorded to equity as common stock subscribed. The shares have not yet been issued.

Accordingly, the interest payable of $23,674 on the convertible debt to Regal and Joerg Gruber should have been treated as a liability, and the unaudited financial statements and the notes thereto included herein have been restated to reflect this adjustment and disclosure of the related party transaction, and corresponding amendments have been made to the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” relating to the liabilities.

Except as stated above, no other information has been changed from the originally filed Form 10-Q and this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q.

The Company has included new certifications of its sole officer pursuant to Sections 302 and 906 of the Sarbanes Oxley Act with this Form 10-Q/A.

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

Buckingham Exploration Inc.

(An Exploration Stage Company)

~~August 31,~~November 30, 2009

(Expressed in US dollars)

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

Buckingham Exploration Inc.

(An Exploration Stage Company)

Balance Sheets

(Expressed in US dollars)

							November 30,			May 31,
	August 31,			May 31,			2009			2009
	2009			2009			$			$
	$			$			(unaudited)
	(unaudited) (As Restated – Note 11)						(As Restated – Note 11)
ASSETS

Current Assets

Cash		539			3,272			2,618			3,272
Receivables (Note 4)		35,455			2,188
Receivables								4,090			2,188
Prepaid expenses and deposits		–			1,073			–			1,073

Total Current Assets		35,994			6,533			6,708			6,533

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

Total Assets		35,994			24,572			6,708			24,572

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable (Note 4)		203,757			154,993			265,567			154,993
Accrued liabilities (Notes 4 and 6)		13,985			36,291			12,400			36,291
Secured convertible debentures (Note 6)		–			411,407			–			411,407

Total Current Liabilities		217,742			602,691			277,967			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			4,503			4,401

Additional Paid-in Capital		6,943,761			6,479,730			6,943,761			6,479,730

Deficit Accumulated During the Exploration Stage		(7,130,012	)		(7,062,250	)		(7,219,523	)		(7,062,250	)

Total Stockholders’ Deficit		(181,748	)		(578,119	)		(271,259	)		(578,119	)

Total Liabilities and Stockholders’ Deficit		35,994			24,572			6,708			24,572

The accompanying notes are an integral part of these financial statements

F-1

Buckingham Exploration Inc.

(An Exploration Stage Company)

Statements of Operations

(Expressed in US dollars)

(Unaudited)

	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
	$			$			$			$			$			$			$			$
	(As Restated – Note 11)						(As Restated – Note 11)			(As Restated – Note 11)						(As Restated – Note 11)						(As Restated – Note 11)

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

Loss from Discontinued Operations (Note 9)		(4,320	)		(61,821	)		(5,030,489	)		–			(53,126	)		(4,320	)		(114,947	)		(5,030,489	)

Net Loss		(67,762	)		(239,332	)		(7,130,012	)		(89,511	)		(192,502	)		(157,273	)		(431,834	)		(7,219,523	)

Net Loss Per Share – Basic and Diluted

Net Loss Before Discontinued Operations		(0.00	)		(0.01	)					(0.00	)		(0.00	)		(0.00	)		(0.01	)
Discontinued Operations		(0.00	)		(0.00	)					(0.00	)		(0.00	)		(0.00	)		(0.00	)
Net Loss		(0.00	)		(0.01	)					(0.00	)		(0.00	)		(0.00	)		(0.01	)

Weighted Average Shares Outstanding		44,972,000			41,112,512						45,027,000			43,512,250			44,999,000			43,762,250

The accompanying notes are an integral part of these financial statements

F-2

Buckingham Exploration Inc.

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)

										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
	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			$			$			$
	$			$			$			(As Restated – Note 11)						(As Restated – Note 11)
	(As Restated – Note 11)						(As Restated – Note 11)
Operating Activities

Net loss for the period		(67,762	)		(239,332	)		(7,130,012	)		(157,273	)		(431,834	)		(7,219,523	)

Adjustments to reconcile net loss to net cash used in operating activities
Accretion of convertible debenture discount		8,433			–			31,396			8,433			6,062			31,396
Amortization		–			–			–			–			5,707			–
Common shares issued for services		–			–			32,000
Common shares issued (cancelled) for services											–			(68,339	)		32,000
Impairment of mineral property costs		–			–			4,530,125			–			–			4,530,125
Stock-based compensation		33,820			35,229			609,940			–			91,484			576,120
Loss from discontinued operations		1,087			2,946			37,785			1,087			–			37,785
Foreign exchange loss											–			7,597			–

Changes in operating assets and liabilities
Bank indebtedness											–			190			–
Accounts payable and accrued liabilities		15,086			9,934			187,908			109,130			(3,165	)		281,952
Other receivables		(297	)		2,966			(2,485	)		(1,901	)		4,291			(4,089	)
Prepaid expenses		–			(14,186	)		(1,043	)		–			34,634			(1,043	)
Due to related parties		–			–			(12,083	)		–			–			(12,083	)

Net Cash Used in Operating Activities		(9,633	)		(202,443	)		(1,716,469	)		(40,524	)		(353,373	)		(1,747,360	)

Investing Activities

Acquisition of mineral properties		–			–			(2,230,125	)		–			–			(2,230,125	)
Acquisition of property and equipment		–			–			(84,733	)		–			–			(84,733	)
Proceeds from disposition of subsidiaries											32,970			–			32,970
Proceeds from disposal of property and equipment		–			–			29,996			–			–			29,996

Net Cash Used in Investing Activities		–			–			(2,284,862	)
Net Cash Provided by (Used in) Investing Activities											32,970			–			(2,251,892	)

Financing Activities

Advances from related parties		6,900			135,841			187,445			6,900			142,404			187,445
Proceeds from note payable		–			–			23,362			–			–			23,362
Repayment of note payable		–			–			(23,362	)		–			–			(23,362	)
Proceeds from loans payable		–			85,000			375,000			–			225,000			375,000
Repayment of loans payable		–			–			(25,000	)		–			(25,000	)		(25,000	)
Proceeds from the issuance of common stock		–			–			3,661,575			–			–			3,661,575
Proceeds from common stock subscription		–			–			10,350			–			–			10,350
Share issuance costs		–			–			(207,500	)		–			–			(207,500	)

Net Cash Provided by Financing Activities		6,900			220,841			4,001,870			6,900			342,404			4,001,870

(Decrease) Increase In Cash		(2,733	)		18,398			539			(654	)		(10,969	)		2,618
Cash - Beginning of Period		3,272			10,969			–			3,272			10,969			–

Cash – End of Period		539			29,367			539
Cash - End of Period											2,618			–			2,618

Non-Cash Investing and Financing Activities:
Convertible debt issued to settle loans payable		–			–			350,000			–			350,000			350,000
Convertible debt issued to settle related party advances		–			–			150,000			–			150,000			150,000
Common stock issued for mineral property acquisitions		–			–			2,200,000			–			–			2,200,000
Common stock issued for finders fee		–			–			100,000			–			–			100,000
Common shares issued for services		–			–			172,000			–			–			172,000
Disposal of property and equipment for debt settlement		16,952			–			16,952			16,952			–			16,952
Settlement of debt		453,987			–			453,987			453,987			–			453,987

Supplemental Disclosures
Interest paid		–			–			21,897			–			14,467			21,897
Income tax paid		–			–			–			–			–			–

The accompanying notes are an integral part of these financial statements

F-3

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

1. Nature of Operations and Continuance of Business

Buckingham Exploration Inc. (the “Company”) was incorporated in the State of Nevada on April 4, 2006. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting ~~Standard~~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 $271,259 and an accumulated deficit of ~~$7,130,012.~~$7,219,523. 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

(a) 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~~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 ~~Comp any’s~~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,~~November 30, 2009 and 2008, and the results of its operations and cash flows for the ~~three~~six months ended ~~August 31,~~November 30, 2009 and 2008. The results of operations for the ~~three~~six months ended ~~August 31,~~November 30, 2009 are not necessarily indicative of the results to be expected for future quarters or the full year.

F-4

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

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 ~~maki ng~~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

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 ~~SFAS No. 128, "~~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 ~~w arrants.~~warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. ~~6,580,000~~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 ~~month~~and six months ended ~~August 31,~~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 ~~August 31,~~November 30, 2009 and 2008 were as follows:

	For the three month period ended						For the three month period ended						For the six month period ended
	August 31, 2009 $			August 31, 2008 $			November 30, 2009 $			November 30, 2008 $			November 30, 2009 $			November 30, 2008 $

Net loss (A)		(67,762	)		(239,332	)		(89,511	)		(192,502	)		(157,273	)		(431,834	)

Weighted average outstanding shares of common stock – Basic (B)		44,972,000			41,112,512
Weighted average outstanding shares of common stock - Basic (B)								45,026,850			43,512,250			44,999,129			43,762,250
Dilutive securities - Diluted (C)		9,605,000			12,405,000			–			–			–			–
		54,577,000			63,517,512			45,026,850			43,512,250			44,999,129			43,762,250
Loss per share:
Basic (A/B)		(0.00	)		(0.01	)		(0.00	)		(0.00	)		(0.00	)		(0.01	)
Diluted (A/C)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.00	)		(0.01	)

F-5

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

(g) Comprehensive Loss

~~SFAS No. 130, “~~ASC 220, ~~Reporting~~ Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at ~~August 31,~~November 30, 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~~”.capitalized. The Company assesses the carrying costs for impairment under ~~SFAS 144, “~~ASC 360, ~~Accounting for Impairment or Disposal of Long Lived Assets~~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 ~~Statements of Financial Accounting Standards No. 143, "~~ASC 440 ~~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. To date, the Company has not incurred any asset retirement obligations.

(j) Long-Lived Assets

In accordance with ~~SFAS No. 144, “~~ASC 360~~Accounting for the Impairment or Disposal of Long-Lived Assets~~, 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

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

(k) Financial Instruments

~~SFAS No. 157 “~~ASC 825, ~~Fair Value Measurements~~Financial Instruments” requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ~~SFAS No. 157~~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. ~~SFAS No. 157~~ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

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

Level 2

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

Level 3

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

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

Pursuant to ~~SFAS No. 157,~~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

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company ~~accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “~~has adopted ASC 740, ~~Accounting for~~ 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 ~~asset and liability method provides that deferred tax assets and liabilities are~~potential benefits of net operating losses have not been recognized ~~for~~in these financial statements because 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 willCompany cannot 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~~assured it is ~~believed~~ more likely than not ~~to be realized.~~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 ~~SFAS No. 123R, “~~ASC 718, ~~Share~~Compensation – Stock Based ~~Payments~~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 ~~three~~six month period ended ~~August 31,~~November 30, 2009, the Company recorded stock-based compensation of $nil (2008 - ~~$35,229)~~$91,484) as general and administrative expense.

~~F-7~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to Financial Statements~~

~~(Expressed in US dollars)~~

~~(Unaudited)~~

~~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 “~~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.

~~(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-SE C 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 t he 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 i s not expected to have a material effect on the Company’s financial statements.

~~F-8~~F-7

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

(o) Recent Accounting Pronouncements ~~(continued)~~

In May 2009, FASB issued ~~SFAS No. 165,~~ASC 855, ~~“Subsequent Events”.~~Subsequent Events ~~SFAS 165~~, 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 ~~SFAS 165~~ASC 855 did not have a material effect on the Company’s financial statements. Refer to Note 12.

In June ~~2008,~~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 ~~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~~applied by nongovernmental entities in the ~~computation~~preparation 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 in conformity with U.S. GAAP, aside from those issued ~~for fiscal years beginning on or after December 15, 2008 and earlier adoption~~by the SEC. ASC 105 does not change current U.S. GAAP, but is ~~prohibited.~~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 ~~this statement~~ASC 105 did not have a material ~~ef fect~~impact on the Company’s financial ~~statements.~~statements, but did eliminate all references to pre-codification standards

~~In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments~~The Company has implemented all new accounting pronouncements that are in effect 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 andthat may impact 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 and does not believe that there are any other new accounting pronouncements that have been issued ~~for fiscal years beginning after November 15, 2008, with early adoption encouraged. The adoption of this statement did not~~that might have a material ~~effect~~impact on ~~the Company’s~~its 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~~position or results 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.operations.

(p) Reclassification

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

~~F-9~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to Financial Statements~~

~~(Expressed in US dollars)~~

~~(Unaudited)~~

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 ~~tr ansaction.~~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. ~~The~~During the six month period ended 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 ~~proper ty.~~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. ~~The~~

F-8

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

3. Mineral Properties (continued)

During the six month period ended November 30, 2009, the Company transferred all mineral properties to Regal Uranium Inc. pursuant to the Settlement and Execution Agreement (Note 9).

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. ~~The~~During the six month period ended November 30, 2009, the Company transferred all mineral properties to Regal Uranium Inc. pursuant to the Settlement and Execution Agreement (Note 9).

4. Related Party Transactions

(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.

~~(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) On August 27, 2009, the Company entered into an Execution and Settlement Agreement with a related company, of which the sole director and officer of the Company was a director and owned 15% of the outstanding common stock of the related company (Note 6).

~~(b)~~

On August 27, 2009, the Company entered into an Execution and Settlement Agreement with a related company, of which the sole director and officer of the Company was a director and owned 15% of the outstanding common stock of the related company (Note 6).

(c) 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.

~~(c)~~

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.

(d)	~~Included in receivables is $32,970 owing from Regal Uranium Inc.~~

~~(e)~~

Included in accounts payable is $13,528 due ~~to Regal Uranium Inc. for interest accrued to May 31, 2009 on a debenture that was settled on August 27, 2009.~~

~~F-10~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes~~ to ~~Financial Statements~~Regal Uranium Inc. for interest accrued to May 31, 2009 on a debenture that was settled on August 27, 2009.

~~(Expressed in US dollars)~~

~~(Unaudited)~~

5. Common Stock

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).

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.

F-9

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

6. Secured Convertible Debentures (continued)

On June 5, 2009, the Company entered into agreements with the debenture holders to issue 3,382,000 restricted common shares to settle interest accrued up to May 31, 2009 in the amount of $33,820. The Company is obligated to issue the shares pursuant to the agreements. On June 5, 2009, the Company issued 1,014,600 restricted common shares to one of the debenture holders (Note ~~5 (a)~~5(a)). As at ~~August 31,~~November 30, 2009, the Company has not yet issued the remaining 2,367,400 restricted common shares.

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. The Settlement Agreement was considered a related party transaction as the sole director and officer of the Company was a director of Regal and owned 15% of the outstanding common stock of Regal at the time of the transaction. Refer to Note 9.

~~F-11~~

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to Financial Statements~~

~~(Expressed in US dollars)~~

~~(Unaudited)~~

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

●	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 month period ended August 31,~~

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

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value		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						3,025,000	$	0.27
Granted		–		–						–		–

Outstanding, August 31, 2009		3,025,000	$	0.27		0.99	$	–
Outstanding, November 30, 2009										3,025,000	$	0.27		0.75	$	–

Exercisable, August 31, 2009		3,025,000	$	0.27		0.99	$	–
Exercisable, November 30, 2009										3,025,000	$	0.27		0.75	$	–

F-10

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

7. Stock Options (continued)

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.

Remaining

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

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

3,025,000

~~F-12~~

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

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

3,025,000

~~Buckingham Exploration Inc.~~

~~(An Exploration Stage Company)~~

~~Notes to Financial Statements~~

~~(Expressed in US dollars)~~

~~(Unaudited)~~

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
				Weighted Average		Of			Exercise
	Number Of Warrants			Exercise Price		Warrants			Price

Balance, May 31, 2009		10,080,000		$	0.55		10,080,000			$	0.55
Granted		–			–		–				–
Exercised		–			–		–				–
Expired		(3,500,000	)	$	1.00		(5,050,000	)		$	1.00

Balance, August 31, 2009		6,580,000		$	0.32
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 $1.00 September 24, 2010

6,580,000 $1.00

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. 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. Regal is considered a related party as the sole director and officer of the Company was a director of Regal and owned 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 6.

Gain on disposal of discontinued operations is summarized as follows:

	~~August 31,~~November 30, 2009 $

Proceeds ~~receivable~~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

~~F-13~~F-11

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

9. Discontinued Operations (continued)

The results of discontinued operations are summarized as follows:

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

Amortization		1,087			2,946			22,525			–		2,762			1,087			5,707			22,525
General and administrative		3,233			–			67,478			–		34,278			3,233			34,279			67,478
Impairment of mineral property costs		–			–			4,530,126			–		–			–			–			4,530,126
Mineral property costs											–		4,995			–			63,870			385,920
Professional fees		–			–			10,382			–		11,091			–			11,091			10,382
Mineral property costs		–			58,875			385,920
Loss on disposal of property and equipment		–			–			14,058			–		–			–			–			14,058

Net Loss from Discontinued Operations	$	(4,320	)	$	(61,821	)	$	(5,030,489	)		–		(53,126	)		(4,320	)		(114,947	)		(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.

(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. Restatement

On August 27, 2009, the Company entered into a settlement agreement with one of the debentureholders, Regal Uranium Inc. (“Regal”) subsequent to an event of default under the terms of the debentures, to settle the outstanding debenture in the amount of $150,000 plus accrued interest (Note 6). Under the terms of the settlement agreement, the Company agreed to transfer all of its interest in its wholly-owned subsidiaries, Hyde Park Uranium Inc. and Alpha Beta Uranium Inc., to Regal along with all of its property and equipment and intellectual property rights related to these properties. Regal agreed to pay $50,000 and had the other two debentures in the aggregate amount of $350,000 assigned to it.

~~F-14~~F-12

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

11. Restatement (continued)

On June 5, 2009, the Company entered into agreements with two debenture holders to issue a total of 2,367,400 restricted common shares at $0.01 per share in full consideration of $23,674 in interest accrued up to May 31, 2009. The settlement of accrued interest was recorded to equity as common stock subscribed. The shares have not yet been issued. Accordingly, the interest payable of $23,674 on the convertible debt should have been treated as a liability.

As a result, the Company is restating the ~~August 31,~~November 30, 2009 interim financial statements filed on Form 10-Q. The effect of the restatement is ~~to recognize the amount of proceeds received on the disposition,~~ to reclassify the gain on disposal of discontinued operations of $453,987 from net loss to additional paid-in capital, and to reclassify the settlement of $23,674 in accrued interest from common stock subscribed to accounts payable and accrued liabilities.

The following tables illustrate the effects of the restatement on the ~~August 31,~~November 30, 2009 financial statements:

Balance Sheets	August 312, 2009									November 30, 2009
	As Reported $			Adjustment $			As Restated $

ASSETS

Current Assets
Receivables		2,485			32,970			35,455

Total Current Assets		3,024			32,970			35,994

Total Assets		3,024			32,970			35,994
										As Reported $		Adjustment $		As Restated $
LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable		190,229			13,528			203,757			252,039		13,528		265,567
Accrued liabilities		3,839			10,146			13,985			2,254		10,146		12,400

Total Current Liabilities		194,068			23,674			217,742			254,293		23,674		277,967

Stockholders’ Deficit

Common Stock											4,739		(236)		4,503
Additional Paid-In Capital		6,489,774			453,987			6,943,761			6,513,212		430,549		6,943,761
Common Stock Subscribed		23,674			(23,674	)		–
Deficit Accumulated During the Exploration Stage		(6,708,995	)		(421,017	)		(7,130,012	)		(6,765,536)		(453,987)		(7,219,523)

Total Stockholders’ Deficit		(191,044	)		9,296			(181,748	)		(247,585)		(23,674)		(271,259)

Total Liabilities and Stockholders’ Deficit		3,024			32,970			35,994

Statements of Operartions For the Three Months Ended August 31, 2009

As Reported
$

Adjustment
$

As Restated
$

Discontinued Operations
Gain on disposal of discontinued operations 421,017 (421,017 ) –

Total Income (Loss) from Discontinued Operations 416,697 (421,017 ) (4,320 )

Net Income (Loss) 353,255 (421,017 ) (67,762 )

Net Income (Loss) Per Share – Basic and Diluted

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

Statements of Operations

For the Three Months Ended November 30, 2009

As Reported

Adjustment

As Restated

Discontinued Operations

Gain on disposal of discontinued operations

32,970

(32,970)

–

Total Income (Loss) from Discontinued Operations

32,970

(32,970)

–

Net Loss

(56,541)

(32,970)

(89,511)

~~F-15~~F-13

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

11. Restatement (continued)

Statements of Operations	For the Six Months Ended November 30, 2009
	As Reported $		Adjustment $		As Restated $
Discontinued Operations
Gain on disposal of discontinued operations		453,987		(453,987)		–

Total Income (Loss) from Discontinued Operations		449,667		(453,987)		(4,320)

Net Income (Loss)		296,714		(453,987)		(157,273)

Net Income (Loss) Per Share – Basic and Diluted

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

Statements of Operations	Accumulated from April 4, 2006 (Date of Inception) to November 30, 2009
	As Reported $		Adjustment $		As Restated $
Discontinued Operations
Gain on disposal of discontinued operations		453,987		(453,987)		–

Total Loss from Discontinued Operations		(4,576,502)		(453,987)		(5,030,489)

Net Loss		(6,765,536)		(453,987)		(7,219,523)

Statements of Cash Flows	For the Six Months Ended November 30, 2009
	As Reported $		Adjustment $		As Restated $

Operating Activities

Net income (loss) for the period		296,714		(453,987)		(157,273)

Adjustments to reconcile net loss to net cash used in operating activities:
Non-cash gain from settlement agreement		(421,017)		421,017		–

Net Cash Used in Operating Activities		(7,554)		(32,970)		(40,524)

Investing Activities

Proceeds from disposal of subsidiaries		–		32,970		32,970

Net Cash Provided by Investing Activities		–		32,970		32,970

Non-cash Investing and Financing Activities:

Settlement of debt		–		453,987		453,987

F-14

Buckingham Exploration Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(Unaudited)

11. Restatement (continued)

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

As Reported
$

Adjustment
$

As Restated
$

Discontinued Operations
Gain on disposal of discontinued operations 421,017 (421,017 ) –

Total Income (Loss) from Discontinued Operations (4,609,472 ) (421,017 ) (5,030,489 )

Net Income (Loss) (6,708,995 ) (421,017 ) (7,130,012 )

Statements of Cash Flows	For the Three Months Ended August 31, 2009										Accumulated from April 4, 2006 (Date of Inception) to November 30, 2009
	As Reported $			Adjustment $			As Restated $				As Reported $		Adjustment $		As Restated $

Operating Activities

Net income (loss) for the period		353,255			(421,017	)		(67,762	)
Net loss for the period												(6,765,536)		(453,987)		(7,219,523)

Adjustments to reconcile net loss to net cash used in operating activities:										Adjustments to reconcile net loss to net cash used in operating activities:
Gain from settlement agreement		(421,017	)		421,017			–
Non-cash gain from settlement agreement												(421,017)		421,017		–

Net Cash Used in Operating Activities												(1,714,390)		(32,970)		(1,747,360)

Investing Activities

Proceeds from disposal of subsidiaries												–		32,970		32,970

Net Cash Provided by (Used in) Investing Activities												(2,284,862)		32,970		(2,251,892)

Statements of Cash Flows Accumulated from April 4, 2006 (Date of Inception) to August 31, 2009

As Reported
$

Adjustment
$

As Restated
$

Operating Activities

Net income (loss) for the period (6,708,995 ) (421,017 ) (7,130,012 )

Adjustments to reconcile net loss to net cash used in operating activities:
Gain from settlement agreement (421,017 ) 421,017 –

Non-Cash Investing and Financing Activities:
Settlement of debt 453,987 – 453,987

12. Subsequent Events

~~Effective this quarter,~~In accordance with ASC 855, Subsequent Events, the Company ~~implemented SFAS No. 165, “Subsequent Events” (“SFAS 165”). This standard establishes general standards of accounting for and disclosure of~~has evaluated subsequent 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,~~January 15, 2010, the date of issuance of the ~~Company issued these~~unaudited interim consolidated financial statements. During this period, the Company did not have any material recognizable subsequent events.

~~F-16~~F-15

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

Forward Looking Statements

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

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

Business Overview

~~The following discussion and analysis should be read in conjunction with the Annual Report on Form 10-K/A of~~ Buckingham Exploration Inc. (“Buckingham”, “we” or “our”) ~~filed with the SEC on February 18, 2011.~~

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

On September 24, 2008 we entered into secured convertible debenture purchase agreements with three investors whereby the investors invested $500,000 through the sale secured convertible debentures and we granted warrants to purchase 5,000,0000 shares of our common stock at an exercise price of $0.10 per shares for a period of 2 years. As collateral security we granted the investors a security interest in the right, title and interest of all of our present and future assets.

On August 27, 2009 we entered into a settlement agreement with one of the debentureholders, Regal Uranium Inc., after an event of default occurred pursuant to the terms of the secured convertible debenture purchase agreements. We have agreed to transfer collateral including all interests in our wholly-owned subsidiaries, Hyde Park Uranium Inc. and Alpha Beta Uranium Inc., to Regal Uranium along with all of our property and equipment and intellectual property rights. Regal Uranium has agreed to use its best efforts to have the remaining two debentures assigned to Regal Uranium. Further details concerning this matter are provided herein.

As a result of the foregoing, the operations of our subsidiaries have been presented on a discontinued basis in our consolidated financial statements for the three months ended August 31, 2009. Our sole officer is currently seeking new properties for acquisition.

Uncertainties

We are currently reviewing ~~various~~numerous properties in a search for ~~potential acquisition. We plan~~suitable acquisition targets to ~~undertake~~initiate an exploration program. However, there is no assurance that we will be successful in locating prospective mining claims or that any of ~~any properties we acquire.~~these claims will contain a commercially viable ore body. We anticipate that we will require additional financing in order to ~~acquire and to~~ pursue ~~the~~full exploration of ~~any properties acquired.~~these claims. We do not have sufficient ~~funds to acquire or~~financing to undertake acquisition and exploration of ~~any~~new mineral claims ~~acquired~~ at present and there is no assurance that we will be able to obtain the necessary financing.

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

Results of Operations

Our results of operations are presented below:

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

Loss from Discontinued Operations (Note 9)		(4,320	)		(61,821	)		(5,030,489	)			–			(53,126	)		(4,320	)		(114,947	)		(5,030,489	)

Net Loss		(67,762	)		(239,332	)		(7,130,012	)			(89,511	)		(192,502	)		(157,273	)		(431,834	)		(7,219,523	)

Net Loss Per Share – Basic and Diluted										Net Loss Per Share – Basic and Diluted

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

Weighted Average Shares Outstanding		44,972,000			41,112,512							45,027,000			43,512,250			44,999,000			43,762,250

Since our inception on April 4, 2006 to ~~August 31,~~November 30, 2009, we have not generated any revenue and we have incurred an accumulated deficit of ~~$7,130,012.~~$7,219,523. We may not generate significant revenues even if our exploration program indicates that mineral deposits may exist on our future mineral claims. We anticipate that we will incur substantial losses over the next two years.

During the three months ended ~~August 31,~~November 30, 2009, we ~~attained~~incurred a net loss of ~~$67,762~~$89,511 compared to our net loss of ~~$239,332~~$192,502 for the three months ended ~~August 31,~~November 30, 2008. ~~Our net loss~~We did not record any income (loss) per share ~~was $0.00~~ for the three months ended ~~August 31,~~November 30, 2009 ~~and ($0.01)~~nor for the three months ended ~~August 31, 2008~~November 30, 2008. We generated a net loss of $157,273 or a net loss of $0.00 per share for the six month period ended November 30, 2009, as compared to a net loss of $431,834 or a net loss of $0.01 per share for the comparable period of 2008.

Our total expenses for the three months ended ~~August 31,~~November 30, 2009 were ~~$42,954~~$89,053 and consisted of ~~$30,437~~$33,933 in general and administrative expenses, and ~~$12,517~~$55,120 in professional fees. By comparison, ~~our~~during the three month period ended November 30, 2008, we incurred total expenses ~~for the three months ended August 31, 2008 were $172,433, and consisted~~ of ~~$138,438~~$123,999, consisting of $105,416 in general and administrative expenses, and ~~$33,995~~$18,583 in professional fees.

For the six month period ended November 30, 3009, out total expenses came to $132,007 and consisted of $64,370 in general and administrative expenses and $67,637 in professional fees. Our total expenses for the six months ended November 30, 2008 were $296,432. They consisted of $243,855 in general and administrative expenses and $52,577 in professional fees.

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.

Net loss from discontinued operations came to $4,320 for the ~~three~~six months ended ~~August 31,~~November 30, 2009 and consisted of $1,087 in amortization and $3,233 in general and administrative expenses.

From April 4, 2006 (Date of Inception) to August 31, 2009 we accumulated total operating loss from discontinued operations of $5,030,489 including $22,525 in amortization cost, ~~$67,479~~$67,478 in general and administrative expenses, $4,530,126 in impairment of mineral property costs, $10,382 in professional fees, $385,920 in mineral property costs, and $14,058 in loss on disposal of property and equipment.

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 ~~$35,455~~$4,090 and no prepaid expenses for total current assets of ~~$35,994.~~$6,708. Our working capital deficit is ~~$181,748.~~$271,259. Our deficit accumulated during the exploration stage was ~~$7,130,012~~$7,219,523 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~~$40,524 in operating activities, received net cash of $32,970 from investing 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~~$1,747,360 in operating activities, ~~$2,284,862~~$2,251,892 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 December 1, 2009), excluding property acquisition costs, to be approximately $800,000, as summarized in the table below.

Description of Expense	Amount
Exploration of mineral properties to be acquired	$	100,000
Surveying and evaluation of reserves on the properties to be acquired	$	100,000
Professional Fees	$	100,000
General and Administrative Expenses	$	500,000
Total	$	800,000

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 ~~of August 31,~~at November 30, 2009, we had ~~$539~~nominal cash of $2,618 in ~~cash. We~~the bank. Based on our planned expenditures, we require a minimum of $800,000 to proceed with our plan of operations over the next twelve months (beginning December 1, 2009). If we achieve less than the full amount of financing that we require we will ~~receive an additional $50,000~~scale back our planned exploration activities and our day to day operations in ~~cash pursuant~~order to reduce our exploration expenses and general and administrative expenses to a level appropriate to the ~~settlement agreement with Regal Uranium Inc. In order~~financial resources available to acquire and explore 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.

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 interesting all our current and future assets and assets of our subsidiaries.

On June 5, 2009, we entered into agreements with debenture holders to issue 3,382,000 restricted common shares to settle interest accrued up to May 31, 2009 in the amount of $33,820. We issued 1,014,600 restricted common shares to one of the debenture holders.

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.

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 ~~any~~our future mineral ~~claims acquired.~~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 ~~any~~ mineral ~~properties acquired.~~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.

Critical Accounting Policies

Our financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. A complete summary of the significant accounting policies is included in note 2 of the notes to our consolidated financial statements for the year ended May 31, 2009 filed in an Annual Report on Form 10-K. 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.

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.

Mineral Property Costs

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

Stock-Based Compensation

The Company records stock-based compensation in accordance with ASC 718, Compensation – Stock Based Compensation, 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.

Audit Committee

~~The functions of the audit committee are currently carried out by our Board of Directors. Our Board of Directors has determined that~~On September 25, 2009, we ~~do not have~~implemented an audit committee ~~financial expert on~~comprised of our ~~Board~~sole director, C. Robin Relph, in accordance with the requirements of ~~Directors carrying out~~the British Columbia Instrument 51-509 Issuers Quoted in the U.S. Over-the-Counter Markets and National Instrument 52-110 Audit Committees. The audit committee adopted an audit committee charter governing the duties of the audit ~~committee. Our Board~~committee, which is included as an exhibit under Item 6 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.this form.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROL AND ~~PROCEDURES~~PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure ~~contr ols~~controls and procedures as of the end of the period covered by this report. Based on the evaluation of these disclosure controls and procedures, and on the material weaknesses in our internal control over financial reporting identified in our Annual Report on Form 10-K/A for the period ended May 31, 2009, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Changes in internal control

On September 25, 2009, we implemented an audit committee comprised of our sole director, C. Robin Relph and adopted an audit committee charter governing the duties of the audit committee, included as an exhibit under Item 6 of this form.

We have not been able to implement any ~~of the~~other recommended changes to control over financial reporting listed in our Annual Report on Form 10-K/A for the year ended May 31, 2009. As such, there were no further changes in our internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act) during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

810

PART II – OTHER INFORMATION

ITEM 1. LEGAL ~~PROCEEDINGS~~PROCEEDINGS.

~~Management is~~On August 14, 2009, Leslie Rudolph filed a Statement of Claim in the Provincial Court of British Columbia (Small Claims Court) to initiate a lawsuit against us. In the Statement of Claim, Mr. Rudolph seeks judgment for $7,832.64 and costs with respect to accounting services he provided to us from June 1, 2008 to November 30, 2008. On December 1, 2009, the Court issued a default order against us for the sum of $8,027.24. We made an application to the Court to cancel the default order.

Other than as described above, we are not aware of any undisclosed legal proceedings ~~contemplated by any governmental authority~~to which we are a party or ~~any other party against us.~~ who which our property is the subject.

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

ITEM 2. UNREGISTERED SALES OF EQUITY ~~SECURITIES~~SECURITIES.

On June 5, 2009, we entered into an agreement with a debenture holder to issue 1,352,800 restricted common shares at $0.01 per share to the debenture holder in consideration of interest payable to the debenture holder totaling $13,528, or $0.01 per share. The debenture holder is a non US investor. These securities were issued on August 20, 2010 without a prospectus pursuant to Regulation S of the Securities Act.

On June 5, 2009, we entered into an agreement with a debenture holder to issue 1,014,600 restricted common shares at $0.01 per share to athe debenture holder in consideration of interest payable to the debenture holder totaling $10,146, or $0.01 per share. The debenture holder is a non US investor. These securities were issued on August 20, 2010 without a prospectus pursuant to Regulation S of the Securities Act.

On June 5, 2009, we 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. As at August 31, 2009, the shares were not yet issued.

On June 5, 2009, we 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. As at August 31, 2009, the shares were not yet issued.

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

ITEM 3. DEFAULTS UPON SENIOR ~~SECURITIES~~SECURITIES.

~~None.~~During the six months ended November 30, 2009, we defaulted on three secured convertible debenture purchase agreements, entered into on September 24, 2008 with three investors. The default was due to a financial difficulty clause. On August 27, 2009, we received a Notice of Default under the terms of our debenture with one of our debenture holders, Regal Uranium Inc (“Regal”). On August 27, 2009, we entered into an Execution and Settlement Agreement (the “Settlement Agreement”) 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, we agreed to transfer to Regal all of the issued and outstanding shares of our wholly-owned subsidiaries, Hyde Park Uranium Inc. and Alpha Beta Uranium, Inc., and all of our property and equipment and our mineral properties, as well as mineral properties of our subsidiaries. For further discussion of the debentures and the Settlement Agreement, please see Note 6 Secured Convertible Debentures and Note 9 Discontinued Operations of the Financial Statements.

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

None.

ITEM 5. OTHER ~~INFORMATION~~INFORMATION.

None

ITEM 6. ~~EXHIBITS~~EXHIBITS.

Exhibit Number	Exhibit Description

~~10.2~~99.1	~~Execution and Settlement Agreement with Regal Uranium Inc.~~Audit Committee Charter, dated September 25, 2009 (1)

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

(1) ~~Included as an exhibit~~Filed with ~~our~~the original Form ~~10-K filed September 15, 2009.~~10-Q.

912

SIGNATURES

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

	Buckingham Exploration Inc.
	(Registrant)

	/s/ Christopher Robin Relph
Date: March 2,3, 2011	Christopher Robin Relph
	Director, President, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer

PART I – FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL ~~CONDITION/~~CONDITION AND PLAN OF OPERATIONS	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROL AND PROCEDURES	810
PART II – OTHER INFORMATION		911
ITEM 1.	LEGAL PROCEEDINGS	911
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES	911
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	911
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE SECURITY HOLDERS	911
ITEM 5.	OTHER INFORMATION	911
ITEM 6.	EXHIBITS	912

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

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

3,025,000

Statements of Operartions	For the Three Months Ended August 31, 2009
	As Reported $		Adjustment $			As Restated $

Discontinued Operations
Gain on disposal of discontinued operations		421,017		(421,017	)		–

Total Income (Loss) from Discontinued Operations		416,697		(421,017	)		(4,320	)

Net Income (Loss)		353,255		(421,017	)		(67,762	)

Net Income (Loss) Per Share – Basic and Diluted

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

Statement of Operations	Accumulated from April 4, 2006 (Date of Inception) to August 31, 2009
	As Reported $			Adjustment $			As Restated $

Discontinued Operations
Gain on disposal of discontinued operations		421,017			(421,017	)		–

Total Income (Loss) from Discontinued Operations		(4,609,472	)		(421,017	)		(5,030,489	)

Net Income (Loss)		(6,708,995	)		(421,017	)		(7,130,012	)