UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-QSB**





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





For
      the
      quarterly period ended March
      31, 2008





 ̈ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934





Commission
      file number 333-84565





**AFV
      SOLUTIONS, INC.**


(Exact
      name of small business issuer as specified in its charter)





**Nevada**
            **90-0006843**(State
                or other jurisdiction of incorporation or organization)
            (IRS
                Employer Identification No.)





**9710
      Research Drive**


**Irvine,
      CA 92618**


(Address
      of principal executive offices)





**(949)
      748-6600**


(Issuer’s
      telephone number)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the last 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No  ̈





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





The
      number of shares of Common Stock, $0.001 par value, outstanding on May 13,
      2008,
      was 23,045,300 shares.





Transitional
      Small Business Disclosure Format (check one): Yes  ̈ No x








**PART
      1 - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





**AFV
      Solutions, Inc.**


**Condensed
      Consolidated Balance Sheet**


**March
                31,****2008**AssetsCurrent
                assets:Cash
            
            $
            9,775Prepaid
                expenses
            
            
            9,192Other
                current assets
            
            
            5,500Total
                current assets
            
            
            24,467Fixed
                assets net of accumulated depreciation of $289,349
            
            
            739,238Other
                assets:Deposits
            
            
            7,796Total
                other assets
            
            
            7,796Total
                assets
            
            $
            771,501Liabilities
                and Stockholders’ EquityCurrent
                liabilities:Accounts
                payable
            
            $
            88,660Accrued
                expenses
            
            
            58,695Accrued
                expenses - related party
            
            
            18,000Accrued
                interest - related party
            
            
            53,500Current
                portion of long-term debt
            
            
            42,736Line
                of credit
            
            
            97,662Total
                current liabilities
            
            
            375,753Long-term
                liabilitiesNotes
                and mortgage payable, net of current portion
            
            
            76,567Mortgage
                payable - related party
            
            
            150,000Total
                long-term liabilities
            
            
            226,567Stockholders’
                equityPreferred
                stock, $0.001 par value, 20,000,000 shares authorized,none
                outstanding at March 31, 2008
            
            
            -Common
                stock,, $0.001 par value, 100,000,000 shares authorized,23,045,300
                outstanding at March 31, 2008
            
            
            23,045Additional
                paid in capital
            
            
            10,070,812Accumulated
                (deficit)
            
            
            (9,924,676)Total
                stockholders’ equity
            
            
            169,181Total
                liabilities and equity
            
            $
            771,501




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




1


**AFV
        Solutions, Inc.**
 **Condensed
        Consolidated Statements of Operations**
 
 Three
                  months ended
              
              Nine
                  months endedMarch
                  31,
              
              March
                  31,2008
              
              2007
              
              2008
              
              2007Revenue
              
              $
              23,389
              
              $
              29,617
              
              $
              78,271
              
              $
              90,913Cost
                  of sales
              
              
              1,967
              
              
              2,696
              
              
              7,044
              
              
              6,598Gross
                  profit
              
              
              21,422
              
              
              26,921
              
              
              71,227
              
              
              84,315Expenses:General
                  and administrative
              
              
              34,962
              
              
              50,089
              
              
              150,076
              
              
              339,226Depreciation
              
              
              39,646
              
              
              49,850
              
              
              135,048
              
              
              128,725Consulting
                  services
              
              
              6,017
              
              
              65,934
              
              
              25,079
              
              
              549,534Financing
                  expense
              
              
              -
              
              
              -
              
              
              -
              
              
              100,000Investor
                  relation
              
              
              -
              
              
              -
              
              
              -
              
              
              16,537Professional
                  fees
              
              
              10,979
              
              
              42,146
              
              
              128,569
              
              
              337,472Research
                  and development
              
              
              -
              
              
              -
              
              
              2,502
              
              
              5,000Rent
                  expense
              
              
              38,348
              
              
              56,051
              
              
              119,797
              
              
              187,972Promotional
                  and marketing
              
              
              -
              
              
              15,451
              
              
              -
              
              
              111,082Salaries
                  and wages
              
              
              139,099
              
              
              125,520
              
              
              522,364
              
              
              455,834Travel
                  expense
              
              
              7,595
              
              
              47,356
              
              
              140,154
              
              
              456,993Asset
                  impairment
              
              
              -
              
              
              -
              
              
              -
              
              
              18,269Total
                  operating expenses
              
              
              275,646
              
              
              452,397
              
              
              1,223,589
              
              
              2,706,644Net
                  operating (loss)
              
              
              (254,224
              )
              
              (425,476
              )
              
              (1,152,362
              )
              
              (2,622,329
              )Other
                  income (expense):Interest
                  income
              
              
              15
              
              
              415
              
              
              36
              
              
              3,133Interest
                  (expense)
              
              
              (1,840
              )
              
              (2,666
              )
              
              (8,249
              )
              
              (14,807
              )Interest
                  (expense) - related party
              
              
              (2,250
              )
              
              (2,250
              )
              
              (6,750
              )
              
              (6,750
              )Loss
                  on sale of assets
              
              
              (40,648
              )
              
              -
              
              
              (40,648
              )
              
              -Total
                  other
              
              
              (44,723
              )
              
              (4,501
              )
              
              (55,611
              )
              
              (18,424
              )Net
                  (loss)
              
              $
              (298,947
              )
              $
              (429,977
              )
              $
              (1,207,973
              )
              $
              (2,640,753
              )Weighted
                  average number ofcommon
                  shares outstanding -basic
                  and fully diluted
              
              
              23,045,300
              
              
              21,271,111
              
              
              23,045,300
              
              
              20,901,460Net
                  (loss) per share -Basic
                  and fully diluted
              
              $
              (0.01
              )
              $
              (0.02
              )
              $
              (0.06
              )
              $
              (0.13
              )


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




2




**AFV
      Solutions, Inc.**


**Condensed
      Consolidated Statements of Cash Flows**





For
                the nine months endedMarch
                31,2008
            
            2007Cash
                flows from operating activities:Net
                (loss)
            
            $
            (1,207,973
            )
            $
            (2,640,753
            )Depreciation
            
            
            135,048
            
            
            128,725Impairment
                of intangible asset
            
            
            -
            
            
            18,269Shares
                issued for services
            
            
            192,500
            
            
            -Loss
                on asset sale
            
            
            (40,648
            )
            
            -Adjustments
                to reconcile net (loss) to net cash(used)
                by operating activitiesPrepaid
                expenses
            
            
            7,649
            
            
            171Accounts
                payable and accrued liabilities
            
            
            79,097
            
            
            21,144Interest
                payable - related party
            
            
            6,750
            
            
            6,750Accrued
                liabilities - related party
            
            
            -
            
            
            3,000Customer
                deposits
            
            
            16,500
            
            
            -Deposits
                and other assets
            
            
            3,420
            
            
            (10,053
            )Net
                cash (used) by operating activities
            
            
            (807,657
            )
            
            (2,472,747
            )Cash
                flows from investing activities:Sale
                of fixed assets
            
            
            124,907
            
            
            -Purchase
                of fixed assets
            
            
            -
            
            
            (264,598
            )Net
                cash (used) by investing activities
            
            
            124,907
            
            
            (264,598
            )Cash
                flows used from financing activities:Proceeds
                from notes payable
            
            
            -
            
            
            67,342Payments
                on notes payable
            
            
            (17,325
            )
            
            (13,131
            )Payments
                on mortgage payable - related party
            
            
            -
            
            
            (50,000
            )Cash
                from sales of common stock
            
            
            -
            
            
            897,501Donated
                capital
            
            
            57,500
            
            
            -Net
                cash provided by financing activities
            
            
            40,175
            
            
            901,712Net
                increase (decrease) in cash
            
            
            (642,575
            )
            
            (1,835,633
            )Cash
                beginning
            
            
            652,350
            
            
            2,842,841Cash
                ending
            
            $
            9,775
            
            $
            1,007,208Supplemental
                disclosures:Interest
                paid
            
            $
            8,249
            
            $
            14,807Income
                taxes paid
            
            $
            -
            
            $
            -





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








3




AFV
      Solutions, Inc.


Notes
      to Interim Unaudited Condensed Consolidated
      Statements


**Note
      1 -Basis of Presentation**





The
      unaudited condensed consolidated financial statements have been prepared in
      accordance with United States generally accepted accounting principles for
      interim financial information and with the instructions to Form 10-QSB and
      reflect all adjustments, which in the opinion of management, are necessary
      for a
      fair presentation. All such adjustments are of a normal recurring nature. The
      results of operations for the interim period are not necessarily indicative
      of
      the results to be expected for a full year. Certain amounts in the prior year
      statements have been reclassified to conform to the current year presentations.
      The statements should be read in conjunction with the financial statements
      and
      footnotes thereto included in our audit for the year ended June 30, 2007.





**Note
      2 - Going Concern**





The
      accompanying condensed consolidated financial statements have been prepared
      assuming that we will continue as a going concern. Our ability to continue
      as a
      going concern is dependent upon attaining profitable operations based on the
      development of products that can be sold. We intend to use borrowings and
      security sales to mitigate the affects of our cash position, however, no
      assurance can be given that debt or equity financing, if and when required,
      will
      be available. The financial statements do not include any adjustments relating
      to the recoverability and classification of recorded assets and classification
      of liabilities that might be necessary should we be unable to continue in
      existence.





**Note
      3 - Stockholders’ equity**





On
      July
      27, 2007, we issued 30,000 shares of common stock previously
      authorized.





On
      August
      27, 2007, we issued 100,000 shares of our common stock previously authorized,
      to
      our CEO. The shares have been issued pursuant to his employment
      agreement.





During
      the nine-month period ended March 31, 2008, we received a total of $57,500
      in
      donated capital from our Chairman.




**Note
      4 - Related party transactions**





During
      the nine-months ended March 31, 2008, we accrued interest in the amount of
      $6,750 in connection with our mortgage due to the President of our wholly owned
      subsidiary.





**Note
      5 - Customer deposits**





During
      the nine-months ended March 31, 2008, we received a deposit for $16,500 to
      purchase five hybrid buses for a total purchase price of $297,000. We anticipate
      shipment of the completed order on or before June 30, 2008.






4


AFV
        Solutions, Inc.
 Notes
        to Interim Unaudited Condensed Consolidated
        Statements


**Note
      6 - Notes payable**





Notes
      payable consisted of the following at March 31, 2008:





Note
                payable to a related party bearing interest at a rate of 6% per annum,
                accrued interest and principal maturing in 2009
            
            $
            150,000Mortgage
                payable bearing interest at a rate of 9.54% per annum, monthly principal
                and interest payments of $668, maturing May 1, 2033
            
            
            76,567$100,000
                line of credit bearing interest at the prime lending rate plus 1%,
                with
                monthly interest payments, maturing March 1, 2010.
            
            
            97,662Auto
                loan payable bearing interest at a rate of 7%, monthly principal
                and
                interest payments of $1,127, maturing September 28, 2011
            
            
            42,736Total
            
            
            336,965Less
                current portion
            
            
            (140,398
            )Total
            
            $
            226,567





Interest
      expense for the nine-months ended March 31, 2007 totaled $8,249 and $6,750
      to
      related parties.




5




**FORWARD-LOOKING
      STATEMENTS**





This
      document contains “forward-looking statements” within the meaning of the Private
      Securities Litigation Reform Act of 1995. All statements other than statements
      of historical fact are “forward-looking statements” for purposes of federal and
      state securities laws, including, but not limited to, any projections of
      earnings, revenue or other financial items; any statements of the plans,
      strategies and objections of management for future operations; any statements
      concerning proposed new services or developments; any statements regarding
      future economic conditions or performance; any statements or belief; and any
      statements or assumptions underlying any of the foregoing.





Forward-looking
      statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These
      forward-looking statements present our estimates and assumptions only as of
      the
      date of this report. Except for our ongoing securities laws, we do not intend,
      and undertake no obligation, to update any forward-looking
      statement.





Although
      we believe that the expectations reflected in any of our forward-looking
      statements are reasonable, actual results could differ materially from those
      projected or assumed in any of our forward-looking statements. Our future
      financial condition and results of operations, as well as any forward-looking
      statements, are subject to change and subject to inherent risks and
      uncertainties. The factors impacting these risks and uncertainties include,
      but
      are not limited to:





|· | inability
              to raise additional financing for working
              capital;
|- | ----------------------------------------------------------------------------------------

|· | our
              ability to provide a global platform for the distribution of hybrid,
              electric, CNG and LPG buses manufactured in
              China;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | compliance
              with foreign corrupt trade practices;
|- | --------------------------------------------------------------

|· | risks
              and differences encountered when conducting international sales and
              operations;
|- | -----------------------------------------------------------------------------------------------------------------

|· | deterioration
              in general or regional economic, market and political
              conditions;
|- | -----------------------------------------------------------------------------------------------------------

|· | the
              fact that our accounting policies and methods are fundamental to how
              we
              report our financial condition and results of operations, and they
              may
              require management to make estimates about matters that are inherently
              uncertain;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | adverse
              state or federal legislation or regulation that increases the costs
              of
              compliance, or adverse findings by a regulator with respect to existing
              operations;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|· | changes
              in U.S. GAAP or in the legal, regulatory and legislative environments
              in
              the markets in which we operate;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|· | inability
              to efficiently manage our operations;
|- | -------------------------------------------------------------

|· | inability
              to achieve future operating results;
|- | ------------------------------------------------------------

|· | the
              unavailability of funds for capital expenditures and repayment of debt;
|- | -----------------------------------------------------------------------------------------

|· | our
              ability to recruit and hire key employees;
|- | ------------------------------------------------------------

|· | the
              inability of management to effectively implement our strategies and
              business plans; and
|- | -----------------------------------------------------------------------------------------------------------------------

|· | the
              other risks and uncertainties detailed in this report loss of customers
              or
              sales weakness;
|- | ----------------------------------------------------------------------------------------------------------------------------------------




6


For a detailed description of these and other factors that could cause actual
        results to differ materially from those expressed in any forward-looking
        statement, please see “Factors That May Affect Our Results of Operation” in this
        document and in our Annual Report on Form 10-KSB for the year ended June
        30,
        2007.


**Item
      2. Management’s Discussion and Analysis**





**OVERVIEW
      AND OUTLOOK**





AFV
      Solutions’ primary business focus is to broker hybrid electric, CNG and LPG
      buses manufactured in China. Revenues have continued to be generated through
      our
      wholly owned subsidiary, Bed & Biscuit. On May 5, 2006, we announced our
      intention to spin off Bed & Biscuit to our stockholders’, this was a result
      of our decision to focus on the alternative fuel industry.





**CURRENT
      OPERATIONS**





On
      July
      11, 2007, Mr. Steele, our interim Chief Executive Officer resigned and we
      appointed Carlos Zalduondo as our new Chief Executive Officer, who has continued
      our focus and emphasis to the brokerage of buses manufactured in China. Mr.
      Steele has continued as our Board Chairman.





Through
      our agreement with Wouzolong, we are the exclusive representative for sales,
      marketing, and distribution of commercial hybrid buses in five countries. We
      have received our first sales order for five (5) commercial hybrid buses from
      a
      commercial transportation company located in Lima, Peru. The order requires
      delivery of four (4) CNG buses and one (1) diesel hybrid. The total purchase
      price of the buses is $297,000USD. We received the initial deposit of $16,500
      on
      November 20, 2007 and anticipate full payment and delivery on or before June
      30,
      2008. Mr. Zalduondo continues to focus sales efforts in South America and Asia.





***Satisfaction
      of our cash obligations for the next 12 months.***





Our
      cash
      obligations are anticipated to stabilize over the next 12 months. We are
      continuing to establish ourselves in the alternative fuel industry with more
      focused efforts. As a result, we expect our expenses for travel and consulting
      to decrease substantially. Our cash will be utilized for sales and operational
      expenses. Our available cash at March 31, 2008, was $9,775 and will not be
      sufficient to satisfy our obligations for the next 12 months. Due to our limited
      financial resources, we will be required to raise additional cash through sales
      or equity and/or debt financing.





***Expected
      purchase or sale of plant and significant equipment.***





As
      we
      continue to emphasize brokering of hybrid buses, we have chosen to eliminate
      our
      research and development facility located in Mesa, Arizona. It is our
      anticipation to sell all excess machinery and equipment currently located at
      the
      facility and sub-lease the property for the remainder of our commitment.




7




***Significant
      changes in number of employees*** *.*





The
      number of employees required to operate our business is currently 2 full time
      employees, which includes those required to maintain our operations of our
      pet
      facility in Florida as well as those pursing our move into the alternative
      fuel
      industry. Additionally, we intend to use the services of independent consultants
      and contractors to perform various professional services, when appropriate.
      We
      believe that this use of third-party service providers may enhance our ability
      to contain general and administrative expenses.




**Results
      of Operations for the Three Months Ended March 31, 2008 and 2007
      Compared.**





The
      following tables summarize selected items from the statement of operations
      for
      the three months ended March 31, 2008 compared to the three months ended March
      31, 2007.





**INCOME:**





**Three
                months ended March 31, 2008**
            
            **Three
                months ended March 31, 2007**
            
            **Increase
                / (Decrease)****$**
            
            **%**Revenues
            
            $
            23,389
            
            $
            29,617
            
            $
            (6,228
            )
            
            (21
            %)Cost
                of Sales
            
            
            1,967
            
            
            2,696
            
            
            (729
            )
            
            (27
            %)Gross
                Profit
            
            
            21,422
            
            
            26,921
            
            
            (5,499
            )
            
            (20
            %)Gross
                Profit Percentage of Revenue
            
            
            92
            %
            
            91
            %
            
            
            
            
            1
            %





**Revenues**




Revenues
      for the three months ended March 31, 2008 were $23,289 compared to revenues
      of
      $29,617 for the comparable three months ended March 31, 2007. This resulted
      in
      an decrease in revenues of $6,228, from the previous year. Although we plan
      to
      transition our business to the alternative fuel industry, we have not begun
      producing revenues in this industry. We still maintain operations through the
      Bed & Biscuit Inn, which continues to generate the only revenues for the
      Company. The limited increase in revenues is a result of minimal marketing
      dollars being allocated towards the growth of the Bed & Biscuit facility in
      anticipation of completing the previously announced spin-off. We have continued
      to focus our operations in the alternative fuel industry.





**Cost
      of sales**





Cost
      of
      sales for the three months ended March 31, 2008 was $1,967, a decrease of $729
      from $2,696 for the same period ended March 31, 2007. The slight increase was
      due to overall increase in our cost of pet supplies. We have not had cost of
      sales associated with our new planned business in the alternative fuel industry.




8





**Gross
      profit**





Gross
      profit for the three months ended March 31, 2008 was $21,422, a decrease of
      $5,499 or 20% as compared to $26,921 for the comparable period of three months
      ended March 31, 2007. Overall gross profit as a percentage of revenue decreased
      from 91% for the three months ended March 31, 2007 to 92% for the comparable
      three months ended March 31, 2008. Even though we had an increase in revenues
      from our Bed & Biscuit Inn when compared to the same time last year, we had
      a slight increase in our cost of sales which caused an overall 1% decrease
      in
      our gross profit as a percentage of revenue.





**EXPENSES:**


**Three
                months ended**
              **March
                31, 2008**
            
            **Three
                months ended**
              **March
                31, 2007**
            
            **Increase
                / (Decrease)****$**
            
            **%**General
                and administrative expenses (total)
            
            $
            34,962
            
            $
            50,089
            
            $
            (15,127
            )
            
            (30
            %)Depreciation
            
            
            39,646
            
            
            49,850
            
            
            (10,204
            )
            
            (20
            %)Consulting
                services
            
            
            6,017
            
            
            65,934
            
            
            (59,917
            )
            
            (91
            %)Professional
                fees
            
            
            10,979
            
            
            42,146
            
            
            (31,167
            )
            
            (74
            %)Rent
                expense
            
            
            38,348
            
            
            56,051
            
            
            (17,703
            )
            
            (32
            %)Promotional
                and marketing
            
            
            -
            
            
            15,451
            
            
            (15,451
            )
            
            -Salaries
                and wages
            
            
            138,099
            
            
            125,520
            
            
            12,579
            
            
            10
            %Travel
                expenses
            
            
            7,595
            
            
            47,356
            
            
            (39,761
            )
            
            (84
            %)Total
                operating expenses
            
            
            275,646
            
            
            452,397
            
            
            (176,751
            )
            
            (39
            %)Net
                operating loss
            
            $
            (254,224
            )
            $
            (425,476
            )
            $
            (171,252
            )
            
            (40
            %)





**General
      and administrative expenses**





General
      and administrative expenses, which included those of a related party, were
      $34,962 for the three months ended March 31, 2008 versus $50,089 for the
      comparable period of three months ended March 31, 2007, which resulted in a
      decrease of $15,127. As we have focused our efforts towards brokering and
      distributing alternative fuel buses, we have been able to eliminate a
      significant portion of our over overhead.





**Depreciation
      expense**





Depreciation
      expense was $39,646 for the three months ended March 31, 2008 compared to
      $49,850 for the three months ended March 31, 2007. Our depreciation expense
      will
      remain constant over the upcoming year. The fluctuation from the comparable
      period is due to normal depreciation calculated on a straight-line basis from
      the minimal assets acquired during the period of March 31, 2007 and March 31,
      2008.





9




**Salaries
      and wages**





Salaries
      and wages, which include those of our officers, remained constant at $138,099.
      Due to our limited cash resources, we were unable to issue payment to our
      officers for the period from November of 2007 through March of 2008. We have
      recorded an accrual for the outstanding compensation to our officer pursuant
      to
      his employment contract. We currently do not anticipate a reduction in our
      salaries and wage expense though continued payment is dependent on our future
      sales





**Consulting
      services / Professional fees**





We
      encountered our greatest savings of $91,084 in consulting and professional
      fees.
      During the next fiscal year, our consulting and professional fees will be
      limited to ordinary course of business. We will continue to pay legal fees
      for
      services related to our regulatory requirements as well as the associated
      accounting and auditing fees. Our consulting fees are primarily related to
      foreign translation services.





**Travel
      expenses**





As
      our
      focus has shifted towards the sales and marketing of alternative fuel buses,
      we
      have had the opportunity to narrow our scope of activities required while
      traveling. As a result, our travel expenses have decreased by $39,761 compared
      to the same period in 2007. We anticipate continued travel costs associated
      with
      our sales activities, which would include monthly travel to Peru and
      China.





**Total
      operating expenses**





Overall
      operating expenses were $275,646 for the three months ended March 31, 2008
      versus $452,397 for the three months ended March 31, 2007, which resulted in
      a
      decrease of $176,751 or 39%. This decrease is primarily due to our reduction
      in
      consulting fees. As compared to the same time period in 2007, we had substantial
      consulting fees associated with our business change to the alternative fuel
      industry. However, during the three months ended March 31, 2008, we were able
      to
      reduce our outside consulting service fees as well as eliminate our research
      and
      development expenses and financing expenses. All of these items contributed
      to
      lowering our total operating expenses.





**Net
      operating loss**





The
      net
      operating loss for the three months ended March 31, 2008 was $254,224, versus
      $425,476 for the comparable period last year, a decrease of $171,252 or 40%.
      As
      mentioned above, although we are continuing our pursuit in the alternative
      fuel
      industry, we have been able to substantially reduce some of our operating
      expenses and thereby decrease our net operating loss.





10




**Results
      of Operations for the Nine Months Ended March 31, 2008 and 2007
      Compared.**





The
      following tables summarize selected items from the statement of operations
      for
      the nine months ended March 31, 2008 compared to the nine months ended March
      31,
      2007.





**INCOME:**


**Nine
                months ended March 31, 2008**
            
            **Nine
                months ended March 31, 2007**
            
            **Increase
                / (Decrease)****$**
            
            **%**Revenues
            
            $
            78,271
            
            $
            90,913
            
            $
            (12,642
            )
            
            (14
            %)Cost
                of Sales
            
            
            7,044
            
            
            6,598
            
            
            446
            
            
            7
            %Gross
                Profit
            
            
            71,227
            
            
            84,315
            
            
            (13,088
            )
            
            (16
            %)Gross
                Profit Percentage of Revenue
            
            
            91
            %
            
            93
            %
            
            --
            
            
            (2
            %)


**Revenues**




We
      experienced an overall decline of $12,642 in revenues from our pet facility
      during the nine-month period ended March 31, 2008 despite our decreased revenue
      during our third fiscal quarter ended March 31, 2008. We believe the significant
      loss of revenue that occurred in our previous quarter was the result of limited
      marketing. During our third fiscal quarter, we initiated various local
      advertisements, which resulted in an increase in our revenue for that period.
      Due to these positive advertising results, we are planning to continue with
      all
      existing advertisements.





**Cost
      of sales and Gross profit**





During
      the nine-months ended March 31, 2008, our cost of sales increased by $446.
      We
      attribute the rise to an overall price increase in pet food. During the last
      three-month period, we have noticed stabilization in pricing and do not
      anticipate further increases. Our decline in revenue coupled with the increase
      in direct costs resulted in a decline in gross margin of 2%.





11




**EXPENSES:**


**Nine
                months ended March 31, 2008**
            
            **Nine
                months ended March 31, 2007**
            
            **Increase
                / (Decrease)****$**
            
            **%**General
                and administrative expenses (total)
            
            $
            150,076
            
            $
            339,226
            
            $
            (189,150
            )
            
            (56
            %)Depreciation
            
            
            135,048
            
            
            128,725
            
            
            6,323
            
            
            5
            %Consulting
                services
            
            
            25,079
            
            
            549,534
            
            
            (524,455
            )
            
            (95
            %)Financing
                expense
            
            
            -
            
            
            100,000
            
            
            (100,000
            )
            
            -Investor
                relation
            
            
            -
            
            
            16,537
            
            
            (16,537
            )
            
            -Professional
                fees
            
            
            128,569
            
            
            337,472
            
            
            (208,903
            )
            
            (62
            %)Research
                and development
            
            
            2,502
            
            
            5,000
            
            
            (2,498
            )
            
            (50
            %)Rent
                expense
            
            
            119,797
            
            
            187,972
            
            
            (68,175
            )
            
            (36
            %)Promotional
                expense
            
            
            -
            
            
            111,082
            
            
            (111,082
            )
            
            -Salaries
                and wages
            
            
            522,364
            
            
            455,834
            
            
            66,530
            
            
            15
            %Travel
                expenses
            
            
            140,154
            
            
            456,993
            
            
            (316,839
            )
            
            (69
            %)Asset
                impairment
            
            
            -
            
            
            18,269
            
            
            (18,269
            )
            
            -Total
                operating expenses
            
            
            1,223,589
            
            
            2,706,644
            
            
            (1,483,055
            )
            
            (55
            %)Net
                operating loss
            
            $
            (1,152,362
            )
            $
            (2,622,329
            )
            $
            (1,469,967
            )
            
            (56
            %)


**General
      and administrative expenses**





We
      have
      reduced our general and administrative costs by $189,150 during the nine-month
      period ended March 31, 2008 compared to the same period in the previous year.
      The significant reductions are a result of the decrease in overseas travel.
      It
      is our plan to continue to utilize our resources in a focused effort towards
      sales development while continuing to minimize overhead.




**Consulting
      services / Professional fees**





There
      are
      no plans during the current year to pay or incur any consulting of professional
      fees outside the scope of ordinary course of business. During the nine-month
      period ended March 31, 2008, we expensed $153,648 in consulting and professional
      fees. We believe this to be a fair representation of the fees we will incur
      during the remaining three months of our fiscal year.







12




**Rent
      expense**





As
      stated
      above, we have reduced our monthly lease expense through the elimination of
      our
      Hong Kong facility and a reduction in our leased square footage in our Mesa
      facility. The accumulated savings was $68,175 for the nine-month period ended
      March 31, 2008.





**Salaries
      and wages**





Our **s** alaries
      and wages, which include those of our officers, increased $66,530 for the
      nine-month period ended March 31, 2008,compared to the same period in the
      previous year. In July 2007, we entered into an employment agreement with our
      current CEO, Mr. Zalduondo. Per his agreement, we grant shares of our common
      stock as partial consideration for his services. The value of the amortizable
      portion of his grant is the primary increase to our overall salaries and
      wages.





**Travel
      expenses**





As
      our
      focus has shifted towards the sales and marketing of alternative fuel buses,
      we
      have had the opportunity to narrow our scope of activities required while
      traveling. As a result, our travel expenses have decreased by $316,839 compared
      to the same period in 2007. We anticipate continued travel costs associated
      with
      our sales activities, which would include monthly travel to Peru and
      China.





**Net
      operating loss**





Our
      net
      operating loss decreased by 56% for the nine-months ended March 31, 2008. We
      have been able to substantially reduce our operating expenses and thereby
      decrease the losses.





**LIQUIDITY
      AND CAPITAL RESOURCES**





The
      following table summarizes total current assets, liabilities and working capital
      at March 31, 2008 compared to the year ended June 30, 2007.




**March
                31,**
            
            **June
                30,**
            
            **Increase
                / (Decrease)****2008**
            
            **2007**
            
            **$**
            
            **%**Current
                Assets
            
            $
            244,671
            
            $
            669,928
            
            $
            (645,461
            )
            
            (96
            )%Current
                Liabilities
            
            $
            375,753
            
            $
            232,514
            
            $
            143,239
            
            
            62
            %Working
                Capital
            
            $
            351,286
            
            $
            437,414
            
            $
            (788,700
            )
            
            (180
            %)





A
      critical component of our operating plan impacting our continued existence
      is
      the ability to obtain additional capital through equity and/or debt financing.
      Since inception, we have financed our cash flow requirements through issuances
      of common stock and cash generated from our operations. As we continue our
      activities, we anticipate experiencing net negative cash flows from operations,
      pending receipt of significant revenues.




13





We
      may
      require additional financing to fund operations through common stock offerings
      and bank borrowings, to the extent available, or to obtain additional financing
      to the extent necessary to augment our working capital. In the event we cannot
      obtain the necessary capital to pursue our strategic plan, we may have to
      significantly curtail our operations. This would materially impact our ability
      to continue operations.





Existing
      capital at March 31, 2008 and revenues from our pet facility will not be
      sufficient to sustain our operations. We anticipate minor decreases in our
      cash
      requirements though not significant and subsequently we will require additional
      capital generated from either the sale of common stock, the sale of preferred
      stock, or debt financing. No assurance can be made that such financing would
      be
      available, and if available it may take either the form of debt or equity.
      In
      either case, the financing could have a negative impact on our financial
      condition and our stockholders.





We
      anticipate that we will incur operating losses in the next twelve months. Our
      prospects must be considered in light of the risks, expenses and difficulties
      frequently encountered by companies in their early stage of development. Such
      risks for us include, but are not limited to, an evolving and unpredictable
      business model and the management of growth. To address these risks, we must,
      among other things, expand our customer base, implement and successfully execute
      our business and marketing strategy, respond to competitive developments, and
      attract, retain and motivate qualified personnel. There can be no assurance
      that
      we will be successful in addressing such risks, and the failure to do so can
      have a material adverse effect on our business prospects, financial condition
      and results of operations.





**Going
      Concern**





Our
      financial statements are prepared using generally accepted accounting principles
      applicable to a going concern, which contemplates the realization of assets
      and
      liquidation of liabilities in the normal course of business. Our ability to
      continue as a going concern is dependent upon us attaining profitable operations
      based on the development of products that can be sold. We intend to use
      borrowings and security sales to mitigate the effects of our cash
      position.





**Off-Balance
      Sheet Arrangements.**





We
      do not
      have any 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 investors.





**Application
      of Critical Accounting Policies and Pronouncements**




14





The
      preparation of our consolidated financial statements in conformity with
      accounting principles generally accepted in the United States requires us to
      make estimates and judgments that affect our reported assets, liabilities,
      revenues, and expenses, and the disclosure of contingent assets and liabilities.
      We base our estimates and judgments on historical experience and on various
      other assumptions we believe to be reasonable under the circumstances. Future
      events, however, may differ materially from our current expectations and
      assumptions. While there are a number of significant accounting policies
      affecting our consolidated financial statements; we believe the following
      critical accounting policies involve the most complex, difficult and subjective
      estimates and judgments:





**Revenue
      Recognition**





Revenue
      from boarding and care fees are recorded when pets are picked up and an invoice
      is given to the customer.





**Impairment
      of long-lived assets**





The
      Company reviews its long-lived assets and intangibles periodically to determine
      potential impairment by comparing the carrying value of the long-lived assets
      with the estimated future cash flows expected to result from the use of the
      assets, including cash flows from disposition. Should the sum of the expected
      future cash flows be less than the carrying value, the Company would recognize
      an impairment loss. An impairment loss would be measured by comparing the amount
      by which the carrying value exceeds the fair value of the long-lived assets
      and
      intangibles.





**Deferred
      Income Taxes**





Our
      valuation allowance is an estimate based on our current expectations of
      utilization of our income tax operating loss carry forwards.





**FACTORS
      THAT MAY AFFECT OUR RESULTS OF OPERATIONS**





Risk
      Associated With Our Business and Marketplace





***Our
      company has no operating history in the alternative fuel industry and there
      can
      be no assurance that we will be successful in the entry into the industry or
      that we will be able to develop our business plan to integrate this new line
      of
      business.***





Our
      proposed operations are subject to all of the risks inherent in the
      establishment of a new business, including licensing risks, insufficient
      capital, unforeseen problems, and expenses and complications encountered with
      the early phases of operations in a business. Moreover, our lack of an operating
      history in the alternative fuel industry makes it impossible to predict whether
      or not the company will operate profitably if it is able to successfully enter
      such industry. While we have brought on management that is familiar with this
      industry, there can be no assurances that we will be able to locate, hire and
      retain the necessary personnel to initiate, manage and operate this new line
      of
      business, develop and implement necessary systems, obtain contracts and obtain
      financing as contemplated in our business plan.




15





***We
      are uncertain as to our ability to obtain additional capital necessary to
      continue our business.***





We
      have
      incurred an accumulated deficit as of March 31, 2008 of $9,924,676. As a result
      of these losses and negative cash flows from operations, our ability to continue
      operations will be dependent upon the availability of capital from outside
      sources unless and until we achieve profitability.





We
      will
      continue to depend on outside capital to pay for our deficit. Such outside
      capital may include the sale of additional stock, loans from our officer and
      directors, and/or commercial borrowing. There can be no assurance that capital
      will continue to be available if necessary to meet these continuing operational
      costs or, if the capital is available, it will be on terms acceptable to our
      company. The issuances of additional equity securities by our company could
      result in a significant dilution in the equity interests of our current
      stockholders. Obtaining commercial loans, assuming those loans would be
      available, will increase our company's liabilities and future cash commitments.
      If we are unable to obtain financing in the amounts and on terms deemed
      acceptable, our business and future success may be adversely
      affected.





In
      addition, our ability to continue as a going concern is dependent on our ability
      to raise funds to finance ongoing operations; however we may not be able to
      raise sufficient funds to do so. Our independent auditors have indicated that
      there is substantial doubt about our ability to continue as a going concern
      over
      the next twelve months. Because of these factors, an investor cannot determine
      if and when we will become profitable and therefore runs the risk of losing
      their investment.





***We
      anticipate some risks as a result of potential operations internationally.
      These
      risks are a result of our sales, marketing, and distribution agreement with
      WZL
      and Baolong to sell their CNG, LPG and hybrid buses in various
      countries.***





We
      anticipate having operations outside of the United States and our success will
      depend, in part, on our ability to manage and expand these operations. They
      will
      require significant management attention and financial resources. Our operations
      will be subject to numerous and varied regulations. Changes in exchange rates
      between foreign currencies and the U.S. dollar may adversely affect our
      anticipated operating margins. There is also an additional risk if the currency
      is not freely traded. Some currencies, such as the Chinese Renminbi, are subject
      to limitations on conversion into other currencies. These future foreign
      exchange rates may have a material adverse effect on our anticipated business
      and operating results.





***International
      operations increase our exposure to international laws and regulations, with
      some additional risks associated with doing business in
      China.***





Foreign
      laws and regulations are often complex and subject to variation and unexpected
      changes. This could result in potential litigation. In addition, there are
      few
      additional risks associated with doing business in China such as: complex set
      of
      licensing requirements and restrictions, currency fluctuation and exchange
      rate
      risks, protection of intellectual property, and difficulties and limitations
      on
      the repatriation of cash.




16




***Historically
      and at this present time our sole revenue generating property is located in
      Florida and, accordingly, we could be disproportionately harmed by an economic
      downturn in this area of the country or a natural disaster, such as a hurricane.***




Our
      sole
      revenue producing asset, the Bed and Biscuit Inn, is located in Flagler Beach,
      Florida. This concentration in Florida makes our business disproportionately
      affected by economic conditions, competition and real and personal property
      tax
      rates in Florida. Natural disasters in Florida, such as hurricanes and/or
      tropical storms, would disproportionately affect our business operations. A
      change in Florida laws applicable to the pet boarding industry or a change
      in
      zoning laws would have a greater impact on us than a change in comparable laws
      in another geographical area, due to our Florida concentration. Adverse
      developments in Florida could harm our revenue or increase our operating
      expenses.














Risk
      Factors Relating to Our Common Stock





***If
      we fail to remain current on our reporting requirements, we could be removed
      from the OTC Bulletin Board which would limit the ability of broker-dealers
      to
      sell our securities and the ability of stockholders to sell their securities
      in
      the secondary market.***





Companies
      trading on the OTC Bulletin Board, such as us, must be reporting issuers under
      Section 12 of the Securities Exchange Act of 1934, as amended, and must be
      current in their reports under Section 13, in order to maintain price quotation
      privileges on the OTC Bulletin Board.  More specifically, FINRA has enacted
      Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin
      Board by requiring an issuer to be current in its filings with the
      Commission.  Pursuant to Rule 6530(e), if we file our reports late with the
      Commission three times in a two-year period or our securities are removed from
      the OTC Bulletin Board for failure to timely file twice in a two-year period
      then we will be ineligible for quotation on the OTC Bulletin Board. Our
      quarterly filing of March 31, 2007 was considered late as we were unable to
      meet
      the filing grace period as defined under Rule 12b-25. Additionally, we filed
      the
      extension in connection with the annual filing of June 30, 2007 late resulting
      in our second late filing. Therefore, we must not have one more late filing
      within the two-year period or we will be in jeopardy of being dequoted from
      the
      OTC Bulletin Board.  As a result, the market liquidity for our securities
      could be severely adversely affected by limiting the ability of broker-dealers
      to sell our securities and the ability of stockholders to sell their securities
      in the secondary market.





***Since
      our shares are thinly traded, and trading on the OTC Bulletin Board may be
      sporadic because it is not an exchange, stockholders may have difficulty
      reselling their shares.***




17





Our
      common shares are currently quoted for public trading on the Over-the-Counter
      Bulletin Board. The trading price of our common shares has been subject to
      wide
      fluctuations. Trading prices of our common shares may fluctuate in response
      to a
      number of factors, many of which will be beyond our control. The stock market
      has generally experienced extreme price and volume fluctuations that have often
      been unrelated or disproportionate to the operating performance of companies
      with limited business operations. There can be no assurance that trading prices
      and price earnings ratios previously experienced by our common shares will
      be
      matched or maintained. These broad market and industry factors may adversely
      affect the market price of our common shares, regardless of our operating
      performance.





In
      the
      past, following periods of volatility in the market price of a company’s
      securities, securities class-action litigation has often been instituted. Such
      litigation, if instituted, could result in substantial costs for us and a
      diversion of management's attention and resources.





***Because
      our common stock is deemed a low-priced “Penny” stock, an investment in our
      common stock should be considered high risk and subject to marketability
      restrictions.***





Since
      our
      common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
      Exchange Act, it will be more difficult for investors to liquidate their
      investment. Until the trading price of the common stock rises above $5.00 per
      share, if ever, trading in the common stock is subject to the penny stock rules
      of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those
      rules require broker-dealers, before effecting transactions in any penny stock,
      to:





|· | Deliver
              to the customer, and obtain a written receipt for, a disclosure
              document;
|- | -------------------------------------------------------------------------------------------------------------

|· | Disclose
              certain price information about the
              stock;
|- | -------------------------------------------------------------------------------

|· | Disclose
              the amount of compensation received by the broker-dealer or any associated
              person of the broker-dealer;
|- | --------------------------------------------------------------------------------------------------------------------------------------------

|· | Send
              monthly statements to customers with market and price information about
              the penny stock; and
|- | -----------------------------------------------------------------------------------------------------------------------------

|· | In
              some circumstances, approve the purchaser’s account under certain
              standards and deliver written statements to the customer with information
              specified in the rules.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




Consequently,
      the penny stock rules may restrict the ability or willingness of broker-dealers
      to sell the common stock and may affect the ability of holders to sell their
      common stock in the secondary market and the price at which such holders can
      sell any such securities. These
      additional procedures could also limit our ability to raise additional capital
      in the future.





***Future
      sales of our common stock may result in a decrease in the market price of our
      common stock, even if our business is doing well.***





The
      market price of our common stock could drop due to sales of a large number
      of
      shares of our common stock in the market or the perception that such sales
      could
      occur. This could make it more difficult to raise funds through future offerings
      of common stock.




18





***FINRA
      sales practice requirements may also limit a stockholder's ability to buy and
      sell our stock.***





In
      addition to the “penny stock” rules described above, FINRA has adopted rules
      that require that in recommending an investment to a customer, a broker-dealer
      must have reasonable grounds for believing that the investment is suitable
      for
      that customer. Prior to recommending speculative low priced securities to their
      non-institutional customers, broker-dealers must make reasonable efforts to
      obtain information about the customer's financial status, tax status, investment
      objectives and other information. Under interpretations of these rules, the
      FINRA believes that there is a high probability that speculative low priced
      securities will not be suitable for at least some customers. The FINRA
      requirements make it more difficult for broker-dealers to recommend that their
      customers buy our common stock, which may limit your ability to buy and sell
      our
      stock and have an adverse effect on the market for our shares.





**Item
      3. Controls and Procedures**





Our
      Chief
      Executive Officer, Carlos Zalduondo, and Chief Financial Officer, Suzanne
      Herring, have evaluated the effectiveness of our disclosure controls and
      procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act
      of
      1934, as amended) as of the end of the period covered by this Report. Based
      on
      the evaluation, Mr. Zalduondo and Ms. Herring concluded that our disclosure
      controls and procedures are effective in timely altering them to material
      information relating to us (including our consolidated subsidiaries) required
      to
      be included in our periodic SEC filings.


There
      were no changes in our internal control over financial reporting that occurred
      during our most recent fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





**PART
      II--OTHER INFORMATION**





**Item
      1.**  **Legal Proceedings**





From
      time
      to time, we may become involved in various lawsuits and legal proceedings,
      which
      arise in the ordinary course of business. However, litigation is subject to
      inherent uncertainties, and an adverse result in these or other matters may
      arise from time to time that may harm our business. We are not presently a
      party
      to any material litigation, nor to the knowledge of management is any litigation
      threatened against us, which may materially affect us.




**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





Recent
      Sales of Unregistered Securities





We
      did
      not issue any of our equity securities during the three months ended March
      31,
      2008.





Issuer
      Purchases of Equity Securities





We
      did
      not repurchase any of our equity securities during the quarter ended March
      31,
      2008.




19





**Item
      3.**  **Defaults Upon Senior Securities**





None.





**Item
      4.**  **Submission of Matters to a Vote of Security Holders**





We
      did
      not submit any matter to a vote of our security holders during the three months
      ended March 31, 2008; however, on April 8, 2008, holders of more than a majority
      of our common stock, by written consent without a meeting of the stockholders
      in
      accordance with Article II, Section 10 of our bylaws, voted to (i) change our
      corporate name to Pure Transit Technologies, Inc., and (ii) approve a 1-for-10
      reverse stock split, whereby any block of ten shares of common stock held by
      a
      stockholder will be converted into one share of common stock and fractional
      shares will be rounded up to the nearest whole share. Consequently, no
      stockholder will hold less than one whole share after the effectuation of the
      reverse stock split.




The
      name
      change and reverse stock split will be effective on or about June 6, 2008
      following the mailing of a definitive information statement to our stockholders
      and the expiration of any applicable notice period. The information statement
      was filed with the SEC and mailed on or about May 16, 2008 to our stockholders
      of record as of May 13, 2008.


**Item
      5.**  **Other Information**





None.





20




**Item
      6. Exhibits**





**Incorporated
                by reference****Exhibit**
            **Exhibit
                Description**
            **Filed
                herewith**
            **Form**
            **Period
                ending**
            **Exhibit**
            **Filing
                date**2.1
            Real
                Estate Acquisition Contract
            
            8-K
            
            2
            04/09/033(i)a
            Articles
                of Incorporation of Juris Travel
            
            SB-2
            
            3(i)
            03/19/033(i)b
            Certificate
                of Amendment changing name from Juris Travel to Bed and Biscuit Inns
                of
                America, Inc.
            
            10-KSB
            
            3(i)b
            04/02/033(i)c
            Certificate
                of Amendment changing name from Bed and Biscuit Inns of America,
                Inc. to
                Dogs International.
            
            10-KSB
            
            3(i)c
            04/02/033(i)d
            Articles
                of Incorporation of Bed & Biscuit Inns of America, Inc.
            
            10-QSB/A
            
            3a
            05/15/033(i)e
            Articles
                of Incorporation of AFV Research, Inc.
            
            10-QSB
            09/30/04
            3(i)
            12/23/043(i)f
            Articles
                of Incorporation of AFV Systems, Inc.
            
            10-QSB
            09/30/06
            3(i)f
            11/20/063(ii)a
            Bylaws
                of Juris Travel
            
            SB-2
            
            3(ii)
            03/19/023(ii)b
            Bylaws
                of Bed and Biscuit Inns of America, Inc.
            
            10-QSB/A
            03/31/03
            3b
            05/15/033(ii)c
            Bylaws
                of AFV Research, Inc.
            
            10-QSB
            09/30/04
            3(ii)
            12/23/043(ii)d
            Bylaws
                of AFV Systems, Inc.
            
            10-QSB
            09/30/06
            3(ii)d
            11/20/0610.8
            Employment
                Agreement between AFV Solutions, Inc. and Carlos Zalduondo, dated
                June 1,
                2007
            
            8-K
            
            10.8
            07/17/0799.1
            Press
                Release dated April 9, 2008 disclosing the stockholder approval of
                name
                change and reverse stock split
            
            8-K
            
            99.1
            04/11/0831.1
            Certification
                of Carlos Zalduondo Pursuant to Section 302 of Sarbanes-Oxley Act
                of
                2002
            X31.2
            Certification
                of Suzanne Herring Pursuant to Section 302 of Sarbanes-Oxley of
                2002
            X32.1
            Certification
                of Carlos Zalduondo Pursuant to Section 906 of Sarbanes-Oxley Act
                of
                2002
            X32.2
            Certification
                of Suzanne Herring Pursuant to Section 906 of Sarbanes-Oxley Act
                of
                2002
            X





21


**SIGNATURES**





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








AFV
      SOLUTIONS, INC.


(Registrant)











By: /s/ Suzanne
                HerringSuzanne
                  Herring, Chief Financial Officer(On
                  behalf of the Registrant andas
                  principal accounting officer)


Date:
      May
      20, 2008




22