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, 2005



[ ] TRANSITION REPORT PURSUANT TO 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) | (I.R.S. Employer Identification No.)



408 S. Daytona

Flagler Beach, Florida 32136

(Address of principal executive offices)

(386) 439-4006

(Issuer's telephone number)

Check mark whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 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 ____

The number of shares of Common Stock, $0.001 par value,
outstanding on March 31, 2005, was 20,100,000 shares.

Transitional Small Business Disclosure Format (check one):

Yes    No X

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PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

AFV Solutions, Inc.
Balance Sheet

|                                                                                                                                                   | March 31, 2005
		(unaudited) | December 31, 2004
		(audited)
|-------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------- | -----------------------------
|Assets                                                                                                                                             |                              |                              
|                                                                                                                                                   |                              |                              
|Current assets:                                                                                                                                    | $ -                          | $ 19,799                     
|Cash                                                                                                                                               | -                            | 147                          
|Total current assets                                                                                                                               | -                            | 19,946                       
|                                                                                                                                                   |                              |                              
|Fixed assets, net                                                                                                                                  |                              |                              
|Total fixed assets                                                                                                                                 | 511,287                      | 520,852                      
|                                                                                                                                                   | 511,287                      | 520,852                      
|Other assets:                                                                                                                                      |                              |                              
|Goodwill                                                                                                                                           | 18,269                       | 18,269                       
|Total other assets                                                                                                                                 | 18,269                       | 18,269                       
|                                                                                                                                                   |                              |                              
|Total assets                                                                                                                                       | $ 529,556                    | $ 559,067                    
|                                                                                                                                                   |                              |                              
|Liabilities and
		Stockholders' Equity                                                                                                             |                              |                              
|                                                                                                                                                   |                              |                              
|Current liabilities:                                                                                                                               |                              |                              
|Bank overdraft                                                                                                                                     | $ 318                        | $ -                          
|Accrued expenses                                                                                                                                   | -                            | -                            
|Accrued expenses-related
		party                                                                                                                   | 7,500                        | 6,000                        
|Notes payable                                                                                                                                      | 6,000                        | 6,000                        
|Notes payable - related party                                                                                                                      | 9.500                        | -                            
|Total current liabilities                                                                                                                          | 23,318                       | 12,000                       
|                                                                                                                                                   |                              |                              
|Long term liabilities                                                                                                                              |                              |                              
|Installment Loans                                                                                                                                  | 33,567                       | 36,215                       
|Mortgages Payable                                                                                                                                  | 176,412                      | 174,757                      
|Mortgages Payable - related
		party                                                                                                                | 200,000                      | 200,000                      
|Interest Payable - related
		party                                                                                                                 | 22,750                       | 19,750                       
|Total long term liabilities                                                                                                                        | 432,729                      | 430,722                      
|                                                                                                                                                   |                              |                              
|Stockholders' equity                                                                                                                               |                              |                              
|Preferred stock, $.001 par
		value, 20,000,000 shares authorized, 28,334 shares issued and
		outstanding                                           | 28                           | 28                           
|Common stock, $.001 par value,
		100,000,000 shares authorized; 20,100,000 shares issued and outstanding
		at March 31, 2005 and December 31, 2004 | 20,100                       | 20,100                       
|Stock subscription payable                                                                                                                         | 130,966                      | 130,966                      
|Additional paid-in capital                                                                                                                         | 312,522                      | 312,522                      
|Accumulated (deficit)                                                                                                                              | (390,107)                    | (347,271)                    
|                                                                                                                                                   | 73,509                       | 116,345                      
|                                                                                                                                                   | $ 529,556                    | $ 559,067                    

The accompanying notes are an integral part of these financial
statements

1

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AFV Solutions, Inc.
Statements of Operations
(unaudited)

|                                                                                 | For the Three Months Ended
		March 31,
|-------------------------------------------------------------------------------- | --------------------------------------
|                                                                                 | 2005                                  
|Revenue                                                                          | $ 31,560                              
|Cost of sales                                                                    | 2,437                                 
|Gross profit                                                                     | 29,123                                
|                                                                                 |                                       
|Expenses:                                                                        |                                       
|General and administrative
		expenses                                            | 41,412                                
|General and administrative
		expenses - related party                            | 1,500                                 
|Depreciation                                                                     | 10,550                                
|Research and development                                                         | 15,000                                
|Total expense                                                                    | 68,462                                
|                                                                                 |                                       
|Net operating (loss)                                                             | (39,339)                              
|                                                                                 |                                       
|Other (Expenses):                                                                |                                       
|Interest expense                                                                 | (497)                                 
|Interest expense - related
		party                                               | (3,000)                               
|Total other expenses                                                             | (3,497)                               
|                                                                                 |                                       
|Net (loss)                                                                       | $ (42,836)                            
|                                                                                 |                                       
|Weighted average number of
		common shares outstanding - basic and fully diluted | 20,100,000                            
|                                                                                 |                                       
|Net (loss) per share - basic
		and fully diluted                                 | $ (0.00)                              

The accompanying notes are an integral part of these financial
statements

2

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AFV Solutions, Inc.
Statement of Stockholders' Equity
(unaudited)

|                                                                           | Common Stock | Preferred Stock | Additional Paid-in Capital | Subscriptions Payable | Accumulated (Deficit) | Total Stockholders' Equity
|-------------------------------------------------------------------------- | ------------ | --------------- | -------------------------- | --------------------- | --------------------- | --------------------------
|                                                                           | Shares       | Amount          | Shares                     | Amount               
|Balance, January 23, 2002                                                  | -            | $ -             | -                          | $ -                   | $ -                   | $ -                       
|                                                                           |              |                 |                            |                       |                       |                           
|Shares issued for cash                                                     | 15,000,000   | 15,000          | -                          | -                     | (7,500)               | -                         
|                                                                           |              |                 |                            |                       |                       |                           
|Shares issued for cash                                                     | 5,000,000    | 5,000           | -                          | -                     | 20,000                | -                         
|                                                                           |              |                 |                            |                       |                       |                           
|Net (loss) for the year ended December
		31, 2002                          | -            | -               | -                          | -                     | -                     | -                         
|Balance, December 31, 2002                                                 | 20,000,000   | 20,000          | -                          | -                     | 12,500                | -                         
|                                                                           |              |                 |                            |                       |                       |                           
|Series A Convertible Preferred Stock
		issued for Asset Purchase Agreement | -            | -               | 28,334                     | 28                    | 169,972               | -                         
|                                                                           |              |                 |                            |                       |                       |                           
|Shares issued for Intellectual Property                                    | 100,000      | 100             | -                          | -                     | 24,900                | -                         
|                                                                           |              |                 |                            |                       |                       |                           
|Net (loss) for the year ended December
		31, 2003                          | -            | -               | -                          | -                     |                       |                           
|Balance, December 31, 2003                                                 | 20,100,000   | 20,100          | 28,334                     | 28                    | 207,372               | -                         
|                                                                           |              |                 |                            |                       |                       |                           
|Subscription payable                                                       | -            | -               | -                          | -                     | -                     | 130,966                   
|                                                                           |              |                 |                            |                       |                       |                           
|Donated Capital                                                            | -            | -               | -                          | -                     | 105,150               | -                         
|                                                                           |              |                 |                            |                       |                       |                           
|Net (loss) for the year ended December
		31, 2004                          | -            | -               | -                          | -                     | -                     | -                         
|Balance, December 31, 2004                                                 | 20,100,000   | 20,100          | 28,334                     | 28                    | 312,522               | 130,966                   
|                                                                           |              |                 |                            |                       |                       |                           
|Net (loss) for the quarter ended March
		31, 2005                          | -            | -               | -                          | -                     | -                     | -                         
|                                                                           | 20,100,000   | $ 20,100        | 28,334                     | $ 28                  | $ 312,522             | $ 130,966                 

The accompanying notes are an integral part of these financial
statements

3

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AFV Solutions, Inc.
Statements of Cash Flows
(unaudited)

|                                                                                  | For the Three Months Ended
		March 31,
|--------------------------------------------------------------------------------- | --------------------------------------
|                                                                                  | 2005                                  
|Cash flows from operating
		activities                                            |                                       
|Net (loss)                                                                        | $ (42,836)                            
|Depreciation                                                                      | 10,550                                
|Adjustments to reconcile net
		(loss) to net cash (used) by operating activities: |                                       
|Decrease in prepaid expenses                                                      | 147                                   
|Increase in accrued
		liabilities - related party                                 | 1,500                                 
|Net cash (used) by operating
		activities                                         | (30,639)                              
|                                                                                  |                                       
|Cash flows from investing
		activities                                            |                                       
|Assets acquired                                                                   | -                                     
|Net cash (used) by investing
		activities                                         | -                                     
|                                                                                  |                                       
|Cash flows from financing
		activities                                            |                                       
|Checks issued in excess of
		cash available                                       | 318                                   
|Proceeds from notes
		receivable                                                  | 9,500                                 
|Payment on installment loans                                                      | (2,648)                               
|Proceeds from mortgage loans                                                      | 66                                    
|Payment on mortgage loans                                                         | -                                     
|Interest payable - related
		party                                                | 3,000                                 
|Net cash provided by
		financing activities                                       | 10,236                                
|                                                                                  |                                       
|Net increase (decrease) in
		cash                                                 | (20,403)                              
|Cash - beginning                                                                  | 20,403                                
|Cash - ending                                                                     | $ -                                   
|                                                                                  |                                       
|Supplemental disclosures:                                                         |                                       
|Interest paid                                                                     | $ 497                                 
|Income taxes paid                                                                 | $ -                                   

The accompanying notes are an integral part of these financial
statements

4

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AFV Solutions, Inc.
Notes to Financial Statements

Note 1 - Basis of Presentation

The consolidated interim financial statements included
herein, presented in accordance with United States generally accepted accounting
principles and stated in US dollars, have been prepared by the Company, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading.

These statements reflect all adjustments, consisting of
normal recurring adjustments, which, in the opinion of management, are necessary
for fair presentation of the information contained therein. It is suggested that
these consolidated interim financial statements be read in conjunction with the
financial statements of the Company for the year ended December 31, 2004 and
notes thereto included in the Company's 10-KSB annual report. The Company
follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual
results.

Note 2 - Going concern

The accompanying financial statements have been prepared
using the 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. For the Company to continue as a
going concern the Company must seek additional sources of capital, and the
Company must attain future profitable operations. The Company is currently
initiating its business plan and is in the process of raising additional
capital. The accompanying financial statements do not include any adjustments
that might be necessary should the Company be unable to continue as a going
concern.

Note 3 - Goodwill

Management periodically reviews the carrying value of
acquired intangible assets to determine whether impairment may exist. The
Company considers relevant cash flow and profitability information, including
estimated future operating results in assessing whether the carrying value of
the intangible can be recovered. If the Company determines that the carrying
value will not be recovered from undiscounted future cash flows of the acquired
business, the Company considers such carrying value as impaired and reduces them
by a charge to operations in the amount of the impairment. As of March 31, 2005,
management had determined impairment did not exist.

5

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AFV Solutions, Inc.
Notes to Financial Statements

Note 4 - Fixed assets

The Company records fixed assets at cost and computes
depreciation using the straight-line method. The Company's fixed assets consist
of the following:

|                              | March 31, 2005
|----------------------------- | --------------
|Land                          | $ 137,000     
|Vehicles                      | 135,864       
|Furniture and fixtures        | 8,253         
|Operating equipment           | 11,650        
|Buildings and improvements    | 283,764       
|                              |               
|Total fixed assets            | 576,532       
|Less accumulated depreciation | (65,244)      
|                              |               
|Total                         | $ 511,287     

The Company recorded depreciation expense of $10,550 during
the nine months ended March 31, 2005.

Note 5 - Long Term Liabilities

The Company has a 5-year note payable in the principal amount
of $200,000 with an interest rate of 6% to the Company's President pursuant to
the Real Estate Acquisition Contract for the purchase of the Bed & Biscuit Inn
facility in Flagler Beach. During the three months ended March 31, 2005 the
Company had accrued interest payable of $22,750.

The Company has a first mortgage payable on the Bed & Biscuit
Inn facility in Flagler Beach in the amount of $96,740 with an interest rate of
prime plus one (currently 5.5%) per annum and monthly interest only payments.

The Company has a second mortgage payable on the Bed &
Biscuit Inn facility in Flagler Beach in the amount of $78,244 with a stated
interest rate of 9.5% per annum with monthly principal and interest payments in
the amount of $669.

The Company expensed $3,497 in interest during the three
months ended March 31, 2005.

Note 6 - Stockholders' equity

The Company is authorized to issue 20,000,000 shares of
$0.001 par value preferred stock and 100,000,000 shares of $0.001 par value
common stock.

6

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AFV Solutions, Inc.
Notes to Financial Statements

On April 23, 2004, the Company received $130,966 in cash from
an officer and stockholder, for the purchase of 52,386 shares of the Company's
$0.001 par value common stock, at a price of $2.50 per share. As of March 31,
2005, the Company had not issued the shares and a subscription payable was
recorded in the amount of $130,966.

There were no other equity transactions during the three months ended March
31, 2005.

Note 7 - Related party transactions

The Company leases nine hundred square feet of office space
from an officer and director of the Company at a fair market value of $500 per
month. During the three months ending March 31, 2005, the Company accrued rent
expense to a relayed party in the amount of $1,500.

7

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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 of 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 inherent risks and
uncertainties. The factors impacting these risks and uncertainties include, but
are not limited to:

- increased competitive pressures from existing
		competitors and new entrants;
- increases in interest rates or our cost of borrowing
		or a default under any material debt agreements;
- deterioration in general or regional economic
		conditions;
- adverse state or federal legislation or regulation
		that increases the costs of compliance, or adverse findings by a
		regulator with respect to existing operations;
- loss of customers or sales weakness;
- inability to achieve future sales levels or other
		operating results;
- the unavailability of funds for capital expenditures;
		and
- operational inefficiencies in distribution or other
		systems.

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 December 31, 2004.

8

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Item 2. Management's Discussion and Analysis of Financial
Condition and results of Operations.

This report contains forward-looking statements. Actual
results and events could differ materially from those projected, anticipated, or
implicit, in the forward-looking statements as a result of the risk factors set
forth below and elsewhere in this report.

With the exception of historical matters, the matters
discussed herein are forward-looking statements that involve risks and
uncertainties. Forward-looking statements include, but are not limited to,
statements concerning anticipated trends in revenues and net income, projections
concerning operations and available cash flow. Our actual results could differ
materially from the results discussed in such forward-looking statements. The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes
thereto appearing elsewhere herein.

Critical Accounting Policies

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 markedly 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:

- stock-based compensation.
- revenue recognition

Stock-Based Compensation

In December 2002, the FASB issued SFAS No. 148 - Accounting
for Stock-Based Compensation - Transition and Disclosure. This statement amends
SFAS No. 123 - Accounting for Stock-Based Compensation, providing alternative
methods of voluntarily transitioning to the fair market value based method of
accounting for stock based employee compensation. FAS 148 also requires
disclosure of the method used to account for stock-based employee compensation
and the effect of the method in both the annual and interim financial
statements. The provisions of this statement related to transition methods are
effective for fiscal years ending after December 15, 2002, while provisions
related to disclosure requirements are effective in financial reports for
interim periods beginning after December 31, 2002.

The Company elected to continue to account for stock-based
compensation plans using the intrinsic value-based method of accounting
prescribed by APB No. 25, "Accounting for Stock Issued to Employees," and
related interpretations. Under the provisions of APB No. 25, compensation
expense is measured at the grant date for the difference between the fair value
of the stock and the exercise price.

9

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Revenue Recognition

For revenue from product sales, the Company recognizes
revenue in accordance with SEC Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements" ("SAB 101"). SAB 101 requires that four
basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments
regarding the fixed nature of the selling prices of the products delivered and
the collectibility of those amounts. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided
for in the same period the related sales are recorded. The Company defers any
revenue for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or no refund will be required.

Overview

We were originally incorporated in the State of Nevada in
January of 2002 under the name Juris Travel. On March 17, 2003, we changed our
name to "Bed and Biscuit Inns of America, Inc.", however, following close
scrutiny we felt that establishing a holding company structure for us would be
the best business strategy. Therefore, on March 24, 2003, we changed our name to
"Dogs International." On February 9, 2005, we changed our name from Dogs
International to AFV Solutions, Inc. ("AFV") The name change was effected
through an amendment to our articles of incorporation and approved by our board
of directors and by a majority consent of our stockholders. A copy of the
certificate of amendment to the articles of incorporation was attached as
exhibit 3(i)(a) to a Form 8-K filed on March 24, 2005. We changed our name to
AFV because we are looking to enter the alternative fuel industry with our
wholly-owned subsidiary AFV Research, Inc. ("ARI")

Satisfaction of our cash obligations for the next 12 months.  

We are aggressively pursuing opportunities within the alternative fuel industry
along with seeking to build and/or acquire upscale pet care facilities. Our cash
obligations are anticipated to increase substantially over the next 12 months.
The cash would be utilized for operational expenses, including the cash needed
to pursue the activities of ARI and acquisition and leasing of facilities to be
utilized for high-end pet facilities. We intend for these funding requirements
to be fulfilled through either equity or debt financing.

Summary of any product research and development that we will
perform for the term of the plan.

During the 3 months ended March 31,
2005 we spent $15,000 of research and development. We anticipate significant
research and development expenditures in the future as we move into implementing
our revised business plan.

Expected purchase or sale of plant and significant equipment.


We do anticipate purchasing or leasing pet care facilities in the next
twelve months; however, the purchase is subject to our receipt of sufficient
funds from borrowings or stock sales to enable such acquisition or leases. At
this point in time we are unable to accurately determine an estimate for the
amount of funds needed to accomplish a purchase or lease of a facility.

Significant changes in number of employees. 

The
number of employees required to operate our business is currently 7 full-time
individuals. As a result of our change in our business plan we are anticipating
a substantial change in the number of employees required to operate our
facilities. These increases will occur concurrent with our acquisition and/or
lease of facilities; however, we will require a substantial infusion of capital
prior to commencement of such acquisition.

10

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Results of Operations for the Three Months Ended March 31, 2005 and 2004
Compared.

|                   | Three Months Ended March 31,
|------------------ | ----------------------------
|                   | 2005                        
|Revenues           | $ 31,560                    
|                   |                             
|Cost of sales      | 2,437                       
|Operating Expenses | 68,462                      
|Other Expense      | 3,497                       
|                   |                             
|Net Loss           | $ (42,836)                  

Revenue

|                                  |          |          | Increase/(decrease)
|--------------------------------- | -------- | -------- | -------------------
|                                  | 2005     | 2004     | $                  
|Three months ended March 31, 2005 |          |          |                    
|Revenue                           | $ 31,560 | $ 34,912 | $ (3,352)          

Revenues for the three months ended March 31, 2005 were
$31,560 compared to revenues of $34,912 in the three months ended March 31,
2004. This resulted in a decrease in revenues of $3,352, from the same period
one year ago. The decrease in revenues was due to closure during last quarter,
of the Bed & Biscuit Inn facility in Flagler Beach, Florida for a several weeks
for minor remodeling of the facility.

General and Administrative expenses

|                                           |          |          | Increase/(decrease)
|------------------------------------------ | -------- | -------- | -------------------
|                                           | 2005     | 2004     | $                  
|Three months ended March 31, 2005          |          |          |                    
|Selling, General & Administrative expenses | $ 41,412 | $ 27,794 | $ 13,618           

Net (Loss))

|                                  |            |           | Increase/(decrease)
|--------------------------------- | ---------- | --------- | -------------------
|                                  | 2005       | 2004      | $                  
|                                  |            |           |                    
|Three months ended March 31, 2005 |            |           |                    
|Net loss                          | $ (42,836) | $ (6,258) | $ 36,578           

11

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The net loss for the three months ended March 31, 2005 was
$42,836 versus a net loss of $6,258 for the three months ended March 31, 2004,
an increase in net loss of $36,578. The increase in the net loss was primarily
due to the increase in Research and Development costs associated with our plan
to locate opportunity in the alterative fuel industry.

Going Concern

The financial statements included in this filing have been
prepared in conformity with generally accepted accounting principles that
contemplate the continuance of us as a going concern. Our cash position may be
inadequate to pay all of the costs associated with our operations. We intend to
use borrowings and security sales to mitigate the effects 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 existence.

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.

Liquidity and Capital Resources at March 31, 2005.

The following table summarizes total assets, accumulated
deficit and stockholders' equity.

|                     | March 31, 2005
|-------------------- | --------------
|Total Assets         | $ 529,556     
|Accumulated Deficit  | $ (390,107)   
|Stockholders' Equity | $ 73,509      

As of March 31, 2005 we had working capital deficit of
$23,318, compared to a working capital deficit of $12,329 as of March 31, 2004.

A critical component of our operating plan impacting our
continued existence is the ability to obtain additional capital through
additional 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 may continue to experience net
negative cash flows from operations, pending receipt of significant revenues.

Additionally, we anticipate obtaining 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 cease or significantly curtail our
operations. This would materially impact our ability to continue operations.

We believe that existing capital and anticipated funds from
operations will not be sufficient to sustain operations and expansion over the
next twelve months. We anticipate substantial increases in our cash
requirements; which will require additional capital generated from either the
sale of common stock, the sale of preferred stock, or debt financing.
Consequently, we will be required to seek additional capital in the future to
fund operations and expansion, if any, through additional equity or debt
financing or credit facilities. 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 currently have no agreements which
would provide for either loans to us, or the sale of our securities.

12

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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.

FACTORS THAT MAY AFFECT OUR RESULTS OF OPERATIONS

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

We have incurred an accumulated deficit for the three months
ended March 31, 2005 of $390,107. 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 depend almost exclusively on outside capital to pay
for the deficit in our working capital. Such outside capital may include the
sale of additional stock, loans from our officers 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.

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.

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.

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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.

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. It is also possible that because of our Florida
concentration, a change in Florida laws applicable to the pet boarding industry
or a change in zoning laws 1 may have a greater impact on us than a change in
comparable laws in another geographical area. Adverse developments in Florida
could harm our revenue or increase our operating expenses.

Future acquisitions may strain our business and resources and may result in
dilution to our stockholders.

While we are not currently a party to any agreements or
commitments and have no understandings with respect to any acquisitions, we may
find it necessary to acquire additional businesses, to remain competitive. In
the event that we identify an appropriateacquisition candidate,
we may not be able to negotiate the terms of any such acquisition
successfully, finance such acquisition or integrate such acquired business,
products or technologies into our existing business and operations. Further, the
negotiation of potential acquisitions, as well as the integration of an acquired
business, could cause significant diversions of management time and resources.
Any potential acquisition, whether or not consummated, could seriously harm our
business, operating results and financial condition. If we consummate one or
more significant acquisitions in which the consideration consists of stock or
other securities, our stockholders could suffer significant dilution of their
interests in us. If we were to proceed with one or more significant acquisitions
in which the consideration included cash, we could be required to use a
substantial portion of our available cash to consummate any such acquisition.
Acquisition financing may not be available on favorable terms, or at all. In
addition, we may be required to impair significant amounts of goodwill and other
intangible assets in connection with future acquisitions, which may seriously
harm our operating results.

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PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

We may become involved in various routine legal proceedings
incidental to its business. However, to our knowledge as of the date of this
report, there are no material pending legal proceedings to which we are a party
or to which any of its property is subject.

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

None

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None

Item 6. Exhibits.

|31* | Certification pursuant to Section 302 of the
		Sarbanes-Oxley Act
|--- | -----------------------------------------------------------------
|32* | Certification pursuant to Section 906 of the
		Sarbanes-Oxley Act

* Filed herewith

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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/ Rosemary Williams

Rosemary Williams, Chief Financial Officer

(On behalf of the registrant and as

principal accounting officer)



Date: May 23, 2005



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