UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended: December 31, 2004



[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Commission File Number: 333-84568



AFV SOLUTIONS, INC.


(Exact name of registrant as specified in its charter)



|Nevada                   |  | 90-0006843                            
|------------------------ |  | --------------------------------------
|(State of incorporation) |  | (I.R.S. Employer
		Identification No.)



|408 S. Daytona                           |  |           
|---------------------------------------- |  | ----------
|Flagler Beach, Florida                   |  | 32136     
|(Address of principal executive offices) |  | (Zip Code)



DOGS INTERNATIONAL


(Former name or former address, if changed since last report)

Issuer's Telephone Number: (386) 439-4006

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

None


(Title of Class)

Indicate by check mark whether the registrant (a) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (b) has been subject
to such filing requirements for the past 90 days. Yes X     No _____

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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-K. [ ]

The issuer's revenue for its most recent fiscal year ended
December 31, 2004. $115,881.

The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the average bid
and ask price, as of March 31, 2005 was $12,650,000 based on a share value of
$2.53.

The number of shares of Common Stock, $0.001 par value,
outstanding on March 1, 2005 was 20,100,000 shares, held by approximately 29
stockholders.

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

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AFV SOLUTIONS, INC.
(Formerly - Dogs International)
FOR THE FISCAL YEAR ENDED
December 31, 2004

Index to Report
on Form 10-KSB



|PART I | Page(s)
|------ | -------



|Item 1. | Description of Business                               | 2 
|------- | ----------------------------------------------------- | --
|Item 2. | Description of Property                               | 10
|Item 3. | Legal Proceedings                                     | 11
|Item 4. | Submission of Matters to a Vote of Security
		Holders | 11



PART II



|Item 5.  | Market for Common Equity and Related
		Stockholder Matters                             | 11
|-------- | -------------------------------------------------------------------------------------- | --
|Item 6.  | Managements Discussion and Analysis of Financial
		Conditions and Result of Operations | 12
|Item 7.  | Financial Statements                                                                   | 20
|Item 8.  | Changes in and Disagreements With
		Accountants on Accounting and Financial Disclosure | 20
|Item 8A. | Controls and Procedures                                                                | 20
|Item 8B  | Other Information                                                                      | 20



PART III



|Item 9.  | Directors, Executive Officers, Promoters
		and Control Persons; Compliance With Section 16(a) of the Exchange Act | 21
|-------- | ----------------------------------------------------------------------------------------------------------------- | --
|Item 10. | Executive Compensation                                                                                            | 23
|Item 11. | Security Ownership of Certain Beneficial
		Owners and Management and Related Stockholder Matters                  | 24
|Item 12. | Certain Relationships and Related
		Transactions                                                                  | 25
|Item 13. | Exhibits                                                                                                          | 25
|Item 14. | Principle Accountant Fees and Services                                                                            | 26



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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/or general working capital; 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.

Throughout this 10-KSB references to "we", "our", "us", "the
Company", and similar terms refer to AFV Solutions, Inc. and its 100% owned
subsidiaries AFV Research, Inc. and Bed and Biscuit Ins of America, Inc.

1

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PART I

ITEM 1. DESCRIPTION OF BUSINESS

(a) General Business Development

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 do a merger or acquisition in the alternative fuel
industry with our wholly-owned subsidiary AFV Research, Inc. ("ARI")

We will continue our business strategy as a result of our
"Intellectual Property Assignment Agreement," (the "IP Agreement") with Bed and
Biscuit Inns of America, Inc. Pursuant to the terms of the IP Agreement we
received the worldwide rights, title, and interest in certain intellectual
property, most notably the names Bed & Biscuit Inn and Groomingdale's.

The completion of the IP Agreement changed our business plan
from travel related services to building/acquiring a chain of upscale pet care
facilities under the name "Bed & Biscuit Inn".

(b) OUR BUSINESS

Business Strategy

While we are looking to do a merger or acquisition in the
alternative fuel industry we will continue to focus our efforts on
building/acquiring a chain of upscale pet care facilities under the name Bed &
Biscuit Inn.

Of primary importance is to establish Bed & Biscuit Inns as
upscale pet facilities by offering our customers a complete assortment of
pet-related (initially focused primarily on dogs) products and services at
competitive prices with superior levels of customer service at convenient
locations.

We are striving to be a preferred provider for out-of-home
pet needs. We believe pet owners are passionately committed to their pets and
consider them as members of the family. We are currently acquiring the
experience and intend to create the infrastructure to serve the needs of this
significant group. We are focusing every initiative and investment on meeting
the needs of these pet owners, and we are working to align each aspect of our
business with the needs, desires, and aspirations of pet owners and other key
customer segments as follows:

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- Provide Customers with Value through Product
				Selection and Pricing.

Establish Pet Care Facilities.

Offer Outstanding Customer Service.

Bed & Biscuit Inns

Services

Bed & Biscuit Inns are to be designed to offer a wide range of services
including:

In addition, we plan to have Groomingdale's, an onsite pet
grooming facility, at each location. Each Groomingdale's location will be
operated by experienced and licensed professionals.

Marketing

Bed and Biscuit Inns, will directly market their services
towards local markets within a close proximity to each facility in order to
attempt to capitalize on the perceived accelerated demand for pet care products
and facilities. These marketing efforts will be provided on the Internet, local
newspapers, direct mail campaigns and most importantly by word of mouth from
satisfied customers.

3

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Acquisitions

We may pursue the acquisition of existing pet kennels and/or
other boarding facilities to quickly grow the Bed & Biscuit Inn tradename.
Primary consideration for the acquisitions will be equity in the Company,
whether in preferred or common stock. Our management will have a broad
discretion in choosing acquisition candidates and currently has limited
experience in the pet industry or in acquiring existing businesses. Therefore,
there is a substantial likelihood that our management will have to rely on their
current limited business acumen and the advice of other professionals, if and
when available.

On May 7, 2003, we completed the acquisition of our
		first Bed & Biscuit Inn facility in Flagler Beach, Florida. Situated on
		approximately 5 acres, the facility houses numerous indoor/outdoor pet
		suites, an onsite pet bakery and Groomingdale's, which provides full
		service grooming to guests. Since our incorporation in January 2002, up
		to the completed acquisition of Bed & Biscuit Inn facility in Flagler
		Beach, Florida, we have not been engaged in any significant operations
		nor have we had any significant revenues. A copy of a press release we
		issued on May 7, 2003, disclosing the completion of the acquisition was
		filed as an exhibit to the Form 10-QSB/A filed on May 15, 2003.

The Pet Industry

General. We believe the pet industry is benefiting
from a number of favorable demographic trends that are continuing to support a
steadily growing pet population. We believe the trend to more pets and more
pet-owning households will continue, driven by an increasing number of children
under 18 and a growing number of empty nesters whose pets have become their new
"children."

The American Pet Products Manufacturers'
Association (APPMA)* survey estimates annual pet market sales of over $30
billion and approximately 64.2 million U.S. households (62% of all households)
currently own a pet, with approximately 46% of these households owning more than
one pet. The most popular pets are dogs (39% of all households) and cats (34% of
all households). The above survey estimates that there are approximately 378
million pets in the United States.

*APPMA, 2003/2004 National Pet Owners Survey

AFV Research, Inc.

On October 8, 2004, we issued a press release announcing the
incorporation of a new wholly-owned subsidiary under the name AFV Research, Inc.
("ARI"). ARI's primary focus will be in the alternative fuel industry. A Copy of
the press release, Articles of Incorporation and Bylaws of AFV were attached as
exhibit 99, exhibit 3i and exhibit 3ii, respectively to the Form 10-QSB filed on
December 23, 2004.

4

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ARI intends to enter the business of manufacturing Propane,
Natural Gas, Hydrogen and electrical conversion kits for trucks, automobiles and
industrial equipment. Its customers are intended to include new vehicle
manufacturers, major utilities, fleets, and a wide network of installation
centers. In addition, ARI will also be a distributor of alternative fuel parts
and components.

As of the date of this filing, ARI has have not commenced any
operational activities in the alternative fuel industry.

Acquisitions

We plan to locate
and negotiate with business entities in the Alternative fuel technology industry
for the merger of a target business into ARI. No assurances can be given that
ARI will be successful in locating or negotiating with any target business.

Management believes that there are perceived benefits to
being a reporting company with a class of publicly-traded securities. These are
commonly thought to include (1) the ability to use registered securities to make
acquisition of assets or businesses; (2) increased visibility in the financial
community; (3) the facilitation of borrowing from financial institutions; (4)
improved trading efficiency; (5) stockholder liquidity; (6) greater ease in
subsequently raising capital; (7) compensation of key employees through stock
options; (8) enhanced corporate image; and (9) a presence in the United States
capital market.

Management is actively engaged in seeking a qualified company
as a candidate for a business combination. ARI is authorized to enter into a
definitive agreement with a wide variety of businesses without limitation as to
their industry or revenues, however AFV plans to initially focus on the
alternative fuel industry. It is not possible at this time to predict with which
company, if any, ARI will enter into a definitive agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.

ARI may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand business development
activities, to develop a new product or service, or for other corporate
purposes. ARI may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

Our management, in all likelihood will not be experienced in
matters relating to the business of a target business and will rely upon its own
efforts in accomplishing our business purposes. Outside consultants or advisors
may be utilized by us to assist in the search for qualified target companies. If
we do retain such an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the target business, as we have limited cash
assets with which to pay such obligation.

5

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The analysis of new business opportunities will be undertaken
by, or under the supervision of our officer and director, who is not a
professional business analyst. In analyzing prospective business opportunities,
management may consider such matters as:

the available technical, financial and managerial
		resources;

working capital and other financial requirements;
		history of operations, if any;

prospects for the future;

nature of present and expected competition;

the quality and experience of management services
		which may be available and the depth of that management;

the potential for further research, development, or
		exploration;

specific risk factors not now foreseeable but which
		then may be anticipated to impact our proposed activities;

the potential for growth or expansion;

the potential for profit;

the perceived public recognition or acceptance of
		products, services, or trades; name identification; and

other relevant factors.

Management does not have the capacity to conduct as extensive
an investigation of a target business as might be undertaken by a venture
capital fund or similar institution. As a result, management may elect to merge
with a target business which has one or more undiscovered shortcomings and may,
if given the choice to select among target businesses, fail to enter into an
agreement with the most investment-worthy target business.

Following a business combination we may benefit from the
services of others in regard to accounting, legal services, underwritings and
corporate public relations. If requested by a target business, management may
recommend one or more underwriters, financial advisors, accountants, public
relations firms or other consultants to provide such services.

A potential target business may have an agreement with a
consultant or advisor, providing that services of the consultant or advisor be
continued after any business combination. Additionally, a target business may be
presented to us only on the condition that the services of a consultant or
advisor be continued after a merger or acquisition. Such preexisting agreements
of target businesses for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the selection of a
target business.

In implementing a structure for a particular business
acquisition, we may become a party to a merger, consolidation, reorganization,
joint venture, or licensing agreement with another corporation or entity. We may
also acquire stock or assets of an existing business. On the consummation of a
transaction, it is likely that our present management and stockholder will no
longer be in our control. In addition, it is likely that our officer and
director will, as part of the terms of the acquisition transaction, resign and
be replaced by one or more new officers and directors.

6

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It is anticipated that any securities issued in any such
acquisition/merger would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. In some circumstances
however, as a negotiated element of its transaction, we may agree to register
all or a part of such securities immediately after the transaction is
consummated or at specified times thereafter. If such registration occurs, of
which there can be no assurance, it will be undertaken by the surviving entity
after we have entered into an agreement for a business combination or have
consummated a business combination. The issuance of additional securities and
their potential sale into any trading market which may develop in our securities
may depress the market value of our securities in the future if such a market
develops, of which there is no assurance.

While the terms of a business transaction to which we may be
a party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.

With respect to any merger or acquisition negotiations with a
target business, management expects to focus on the percentage of the Company
which target business stockholders would acquire in exchange for their
shareholdings in the target business. Any merger or acquisition effected by ARI
may have a significant dilutive effect on the percentage of shares held by our
stockholders at such time.

No assurances can be given that ARI will be able to enter
into a business combination, as to the terms of a business combination, or as to
the nature of the target business.

As of the date hereof, management has not made any final
decision concerning or entered into any written agreements for a business
combination. When any such agreement is reached or other material fact occurs,
we will file notice of such agreement or fact with the Securities and Exchange
Commission on Form 8-K.

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

As of the date of this filing ARI has commenced very little
operational activities.

Risk Management Insurance

We do not maintain a liability insurance program, as we have
not commenced the distribution of products or services to the general public or
others. Our proposed insurance program, once implemented, will include property,
casualty, and comprehensive general liability coverage. Management believes that
the proposed insurance program is adequate. There can be no assurance that we
will be able to maintain such liability insurance.

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Competition

Pet Services and Products

The pet services business is competitive, generally from
local kennels, most of which are operated by small family business operations.
We are of the opinion that with our intended organizational structure we will be
in a position to coordinate the acquisition of many of these family owned
operations to create a well recognized and integrated system of management.

We believe that the principal competitive factors influencing
our business are the quality of customer service, product selection and quality,
convenience of kennel locations, price, and availability of other services. We
believe that once operational, we will be able to compete effectively within our
various markets; however, our competitors are well established, and have access
to greater capital and management resources than we do.

Alternative Fuel Industry

The development of the alternative fuel vehicle industry is
being driven by three independent market factors-economics, energy independence
and environmental concerns. Due to the abundance and economic advantages of
gaseous fuels in worldwide markets, many countries and geographic regions are
mandating the use of alternative fuels, which provide energy independence and
environmentally suitable solutions. For instance, the European Commission has
adopted an action plan to achieve by 2020 a 20% replacement of diesel and
gasoline fuels with alternative fuels such as natural gas, propane and hydrogen
in the road transport sector in the current European Union member states.

We believe that the markets for gaseous fuel vehicles will
continue to develop, especially in countries where all three market factors are
prevalent. Gaseous fuel systems currently being used in the market will need to
be advanced in order to fully leverage the market factors driving the
alternative fuel industry.

Government Regulation

We will be subject to laws governing our relationship with
employees, including minimum wage requirements, overtime, working conditions,
and citizenship requirements. There are statutes and regulations in certain
states that affect the ownership of veterinary practices, or the operation of
veterinary related services in kennels, that may impact our ability to offer
veterinary services within certain of our facilities.

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The transportation, and handling of animals is governed by
various state and local regulations. These laws vary from state to state and are
enforced by the courts and by regulatory authorities with broad discretion.
While we intend to seek to structure our operations to comply with the laws and
regulations of each state in which we plan to operate, there can be no assurance
that, given varying and uncertain interpretations of these laws, we would be
found to be in compliance in all states.

A determination that we are in violation of any of these
applicable restrictions could require us to restructure our operations to comply
or render us unable to provide certain veterinary services, if desired, in a
given local government jurisdiction.

OTC:BB Symbol Change

On February 11, 2005, in connection with the name change to
AFV Solutions, Inc., our OTC:BB trading symbol changed to "AFVS".

Employees

We currently have 7 full-time employees. We are not subject
to any collective bargaining agreements and have not experienced any work
stoppages. We consider our relationship with our employees to be good.

Trademarks and Other Proprietary Rights

We own, as a result of the IP Agreement, the trademark Bed &
Biscuit Inn, which is registered with the United States Patent and Trademark
Office. Federally registered trademarks have a perpetual life, as long as they
are renewed on a timely basis and used properly as trademarks, subject to the
rights of third parties to seek cancellation of the marks. We believe that our
registered and unregistered trademarks and other proprietary rights are valuable
assets and believe they have significant value in the marketing of our services.
We intend to vigorously protect our trademark(s) against infringement.

Unlike copyrights or patents, trademark rights can last
indefinitely if the owner continues to use the mark to identify its goods or
services. The term of a federal trademark registration is 10 years, with 10-year
renewal terms. A renewal application for a trademark registration cannot be
filed until at least 6 months prior to the expiration of the trademark
registration. However, between the fifth and sixth year after the date of the
initial registration, we must file an affidavit or declaration setting forth the
following information in order to keep the registration alive.

1. An affidavit or declaration, which must
				include a specific list of the goods or services recited in the
				registration, averring that the we are using the mark on or in
				connection with the goods or services listed;
2. A specimen showing how the mark is
				currently in use with the goods or services identified, e.g., a
				tag, label or package for goods, or an advertisement for
				service; and
3. the required filing fee.

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If no affidavit or declaration is filed, the registration is
canceled. Additionally there is no advance notice from the Office that the
Affidavit or Declaration of Continued Use must be filed by a certain date.

AVAILABLE INFORMATION

We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the Securities and Exchange Commission's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the public reference room. Our SEC filings are also available to the public
at the Securities and Exchange Commission's web site at http://www.sec.gov. No
information from this web page is incorporated by reference herein.

ITEM 2. DESCRIPTION OF PROPERTY

Bed & Biscuit Inn

On May 7, 2003, we completed the acquisition of our first Bed
& Biscuit Inn facility in Flagler Beach, Florida. Situated on approximately 5
acres, the facility houses numerous indoor/outdoor pet suites, an onsite pet
bakery and Groomingdale's, which provides full service grooming to guests. The
Company has a first and second mortgage payable on the Bed & Biscuit Inn
facility in Flagler Beach. The principal amounts of the first and second
mortgage are $97,678.83 and $78,535.89 respectively. Interest rates on the
mortgages are prime plus one (currently 5%) on the first mortgage and 9.54% per
annum on the second mortgage, and the notes are due on 2021 and 2032
respectively.

On July 1, 2003, the Company executed lease for our main
executive offices located at 408 S. Daytona, Flagler Beach, Florida 32136. The
office space is approximately 2,000 sq.ft. and monthly payments are $1,200.
Effective November 1, 2003, the lease was re-negotiated to 600 sq.ft. and
monthly payments of $500.(a copy of the lease was filed as an exhibit to a Form
8-K filed July 31, 2003.)

Rosemary Williams, our president and chairman, owns the
building that the office space is located in. We evaluated pricing on other
available office space in Flagler Beach and found that the price per square foot
being paid to Ms. Williams is very competitive.

We have a 5 year note payable in the principal amount of
$200,000 with an interest rate of 6% to our President pursuant to the Real
Estate Acquisition Contract for the purchase of the Bed & Biscuit Inn facility
in Flagler Beach. During the year ended December 31, 2004, the Company had
accrued interest payable of $19,750.

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AFV Research, Inc.

We are currently seeking office space in Arizona for our
wholly-owned subsidiary AFV Research, Inc.

ITEM 3. LEGAL PROCEEDINGS

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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to the vote of security holders
during the fourth quarter of the fiscal year ended December 31, 2004.

On January 21, 2004 Shaun P. Herness resigned from our Board
of Directors, and as Secretary/Treasurer leaving Rosemary Williams and the sole
Officer and Director of the Company.

Subsequent Event

On February 9, 2005, the Company changed its name from Dogs
International to AFV Solutions, Inc. The name change was effected through an
amendment to the Company's articles of incorporation and approved by the board
of directors and by a majority consent of its 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.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY
				AND RELATED STOCKHOLDER MATTERS

(a) Market Information

Our Common Stock was approved for quotation on the
over-the-counter securities market through the National Association of
Securities Dealers Automated Quotation Bulletin Board System, under the symbol
"JTVL" on September 20, 2002. On March 24, 2003, as a result of our first name
change, our ticker symbol changed to "BBIN." On March 26, 2003, as a result of
our second name change to DOGS INTERNATIONAL, our ticker symbol changed to
"DOGN."

On February 11, 2005, In connection with the name change to
AFV Solutions, that occurred on February 9, 2005 our OTC:BB trading symbol
changed to "AFVS".

The following table sets forth the quarterly high and low bid
prices for our Common Stock during our last two fiscal years, as reported by a
Quarterly Trade and Quote Summary Report of the OTC Bulletin Board. The
quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission, and may not necessarily represent actual transactions.

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|            | 2004   | 2003 
|----------- | ------ | -----
|            | High   | Low  
|1st Quarter | $2.05  | $0.80
|2nd Quarter | $2.25  | $0.90
|3rd Quarter | $2.95  | $1.12
|4th Quarter | $2.155 | $1.05

(b) Holders of Common Stock

As of March 1, 2005, we had approximately 28 stockholders of
record of the 20,100,000 shares outstanding.

(c) Dividends

We have never declared or paid dividends on our Common Stock.
We intend to follow a policy of retaining earnings, if any, to finance the
growth of the business and do not anticipate paying any cash dividends in the
foreseeable future. The declaration and payment of future dividends on the
Common Stock will be at the sole discretion of the Board of Directors and will
depend on our profitability and financial condition, capital requirements,
statutory and contractual restrictions, future prospects and other factors
deemed relevant.

(d) Securities Authorized for Issuance under Equity Compensation Plans

We currently do not maintain a stock option plan to which
incentive stock options to purchase shares of common stock may be granted to
employees, directors and consultants.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
				OR PLAN OF OPERATION.

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:

12

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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.

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.

13

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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 do a merger or acquisition in the alternative fuel
industry with our wholly-owned subsidiary AFV Research, Inc. ("ARI")

We will continue our business strategy as a result of our
"Intellectual Property Assignment Agreement," (the "IP Agreement") with Bed and
Biscuit Inns of America, Inc. Pursuant to the terms of the IP Agreement we
received the worldwide rights, title, and interest in certain intellectual
property, most notably the names Bed & Biscuit Inn and Groomingdale's.

The completion of the IP Agreement changed our business plan
from travel related services to now focus our efforts on building/acquiring a
chain of upscale pet care facilities under the name "Bed & Biscuit Inn". Bed &
Biscuit Inns are to be designed to offer a wide range of services including,
indoor pet suites for overnight or prolonged boarding, 24/7 supervision by a
professionally trained staff, off-leash playgrounds and training facilities, and
a bakery/cafe. In addition, we plan to have Groomingdale's, an onsite pet
grooming facility, at each location. We will continue to offer travel related
services as an incidental part of our business strategy, however, will focus our
services towards the pet services industry.

Satisfaction of our cash obligations for the next 12 months.
We intend 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 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. We do not anticipate performing any
significant product research and development under our revised plan of
operation.

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.

14

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Significant changes in number of employees. The
number of employees required to operate our business is currently 7 full-time.
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.

Results of Operations for the Years Ended December 31, 2004 and 2003
Compared.

|                   | Year Ended December 31, 2004 | Year Ended December 31, 2003
|------------------ | ---------------------------- | ----------------------------
|Revenues           | $ 115,881                    | $ 83,509                    
|                   |                              |                             
|Cost of sales      | 27,598                       | 3,365                       
|                   |                              |                             
|Operating Expenses | 266,544                      | 197,633                     
|                   |                              |                             
|Other Expense      | 30,925                       | 12,437                      
|                   |                              |                             
|Net Loss           | $ (209,185)                  | $ (129,926)                 

Revenue

|                                | 2004      | 2003     | Increase/(decrease)$
|------------------------------- | --------- | -------- | --------------------
|For the year ended December 31: |           |          |                     
|Revenue                         | $ 115,881 | $ 83,509 | $ 32,372            

Revenues for the year ended December 31, 2004 were $115,881
compared to revenues of $83,509 in the year ended December 31, 2003. This
resulted in an increase in revenues of $32,372, from the same period one year
ago. The increase in revenues was due to the reopening of our Bed & Biscuit Inn
facility in Flagler Beach, Florida after several weeks for minor remodeling of
the facility during the 3rd quarter.

General and Administrative expenses

|                                           | 2004      | 2003      | Increase/(decrease)$
|------------------------------------------ | --------- | --------- | --------------------
|For the year ended December 31:            |           |           |                     
|Selling, General & Administrative expenses | $ 266,544 | $ 197,633 | $ 68,911            

General and administrative expenses were $266,544 for the
year ended December 31, 2004 versus $197,633 for the year ended December 31,
2003, which resulted in an increase of $68,911. The increase in selling and
administrative expenses was primarily due to the increase in the Company adding
additional operational and administrative personnel, legal and other
professional assistance with our plan to locate and negotiate with a business
entity for the merger of a target business into our wholly owned subsidiary AFV
Research, Inc.

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Net (Loss)

|                                | 2004        | 2003        | Increase/(decrease)$
|------------------------------- | ----------- | ----------- | --------------------
|For the year ended December 31: |             |             |                     
|Net (loss)                      | $ (209,185) | $ (129,926) | $ 79,259            

The net loss for the year ended December 31, 2004 was
$209,185, versus a net loss of $129,926 for the year ended December 31, 2003, an
increase in net loss of $79,259. The increase in the net loss was primarily due
to the increase in Research and Development costs associated with our plan to
locate and negotiate with a business entity for the merger of a target business
into our wholly owned subsidiary AFV Research, Inc.

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 December 31, 2004.

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

16

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|                     | December 31, 2004
|-------------------- | -----------------
|Total Assets         | $ 559,067        
|                     |                  
|Accumulated Deficit  | $ (347,271)      
|                     |                  
|Stockholders' Equity | $ 116,345        

As of December 31, 2004 we has working capital of $7,946,
compared to a working capital deficit of $11,632 as of December 31, 2003.

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. Cash increased primarily due to the
receipt of funds from operations. 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.

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.

17

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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 year ended
December 31, 2004 of $347,271. 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.

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:

18

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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 appropriate acquisition 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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ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement
Schedules appearing on page F-1 through F-12 of this Form 10-KSB.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH
				ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On November 18, 2004, we received a notice from Beckstead and
Watts, LLP informing us that Beckstead and Watts were resigning as our
Independent Accountant effective immediately.

We have appointed Shelley International CPA, as our independent
accountants for the year ending December 31, 2004. This is a change in
accountants recommended by our Executive Management and approved by our Board of
Directors. Shelley International CPA was engaged by us on December 21, 2004.

The change in accountants does not result from any
dissatisfaction with the quality of professional services rendered by Beckstead
and Watts, LLP, as the independent accountants of the Registrant.

ITEM 8A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to
ensure that information required to be disclosed in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the specified time periods. As of the end of the period
covered by this report, Rosemary Williams, our Chief Executive and Principle
Accounting Officer, evaluated the effectiveness of our disclosure controls and
procedures. Based on the evaluation, which disclosed no significant deficiencies
or material weaknesses, Ms. Williams concluded that our disclosure controls and
procedures are effective. 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,
internal control over financial reporting.

ITEM 8B. OTHER INFORMATION

None.

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PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS,
				PROMOTER AND CONTROL PERSONS COMPLIANCE WITH SECTION 16(a) OF
				THE EXCHANGE ACT

The following table sets forth the names and positions of our
executive officers and directors. Directors will be elected at our annual
meeting of stockholders and serve for one year or until their successors are
elected and qualify. Officers are elected by the Board and their terms of office
are, except to the extent governed by employment contract, at the discretion of
the Board.

|NAME              | AGE | POSITION                                           
|----------------- | --- | ---------------------------------------------------
|Rosemary Williams | 56  | President, CFO, Secretary, Treasurer and
		Director

Duties, Responsibilities and Experience

Rosemary Williams has been the President, CFO,
Secretary, Treasurer and Director of Dogs International since May 2003. From
June 2000 to May 2003, Ms. Williams owned and operated the Bed & Biscuit Inn
facility in Flagler Beach, Florida. From 1997 to June 2000 Ms. Williams was
owner and operator of an Art Gallery called Art Soup located in Flagler Beach,
Florida.

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, our Articles
of Incorporation exclude personal liability for our Directors for monetary
damages based upon any violation of their fiduciary duties as Directors, except
as to liability for any breach of the duty of loyalty, acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, or any transaction from which a Director receives an improper personal
benefit. This exclusion of liability does not limit any right which a Director
may have to be indemnified and does not affect any Director's liability under
federal or applicable state securities laws. We have agreed to indemnify our
directors against expenses, judgments, and amounts paid in settlement in
connection with any claim against a Director if he acted in good faith and in a
manner he believed to be in our best interests.

Election of Directors and Officers.

Directors are elected to serve until the next annual meeting
of stockholders and until their successors have been elected and qualified.
Officers are appointed to serve until the meeting of the Board of Directors
following the next annual meeting of stockholders and until their successors
have been elected and qualified.

Our Executive Officer or Director has not been the subject of
any Order, Judgment, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.

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Our Executive Officer or Director has not been convicted in
any criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

Our Executive Officer or Director has not been the subject of
any pending legal proceedings.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), requires our executive officers and directors, and
persons who beneficially own more than ten percent of our common stock, to file
initial reports of ownership and reports of changes in ownership with the SEC.
Executive officers, directors and greater than ten percent beneficial owners are
required by SEC regulations to furnish us with copies of all Section 16(a) forms
they file. Based upon a review of the copies of such forms furnished to us and
written representations from our executive officers and directors, we believe
that as of the date of this filing they were all current in their filings.

Audit Committee and Financial Expert

We do not have an Audit Committee, Ms. Williams, our sole
director will perform some of the same functions of an Audit Committee, such as:
recommending a firm of independent certified public accountants to audit the
annual financial statements; reviewing the independent auditors independence,
the financial statements and their audit report; and reviewing management's
administration of the system of internal accounting controls. We do not
currently have a written audit committee charter or similar document.

We have no financial expert. We believe the cost related to
retaining a financial expert at this time is prohibitive. Further, because of
our start-up operations, we believe the services of a financial expert are not
warranted.

Code of Ethics

A code of ethics relates to written standards that are
reasonably designed to deter wrongdoing and to promote:

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1. Honest and ethical conduct, including the
				ethical handling of actual or apparent conflicts of interest
				between personal and professional relationships;
2. Full, fair, accurate, timely and
				understandable disclosure in reports and documents that are
				filed with, or submitted to, the Commission and in other public
				communications made by an issuer;
3. Compliance with applicable governmental laws,
				rules and regulations;
4. The prompt internal reporting of violations
				of the code to an appropriate person or persons identified in
				the code; and
5. Accountability for adherence to the code.

We have not adopted a corporate code of ethics that applies
to our principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions in
that our sole officer and director serves in all the above capacities.

Our decision to not adopt such a code of ethics results from
our having only one officer and director operating as the sole management for
the Company. We believe that as a result of the limited interaction which occurs
having a sole officer/director for the Company eliminates the current need for
such a code, in that violations of such a code would be reported to the party
generating the violation.

Nominating Committee

We do not have a Nominating Committee or Nominating
		Committee Charter. Ms. Williams, our sole director will perform some of
		the functions associated with a Nominating Committee. We have elected
		not to have a Nominating Committee in that we are a development stage
		company with limited operations and resources. Additionally, our common
		stock is registered under Section 15(d) of the Exchange Act, which
		currently does not subject us to the Proxy rules of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION

The following table sets forth the cash compensation of the
Company's executive officer and director during the last two fiscal years of the
Company. The remuneration described in the table does not include the cost to
the Company of benefits furnished to the named executive officers, including
premiums for health insurance and other benefits provided to such individual
that are extended in connection with the conduct of the Company's business.

Summary Compensation Table

|                                                                           |             | Annual Compensation | Long Term Compensation
|-------------------------------------------------------------------------- | ----------- | ------------------- | ----------------------
|Name and Principal Position                                                | Year        | Salary              | Bonus                 
|Rosemary Williams, President, CFO,
		Secretary, Treasurer and Director (1) | 2004
		2003 | 0
		0               | 0
		0                 

(1) Rosemary Williams was elected as a Director and
		appointed as an Officer on May 28, 2003

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Compensation Committee

We do not have a formal Compensation Committee. Ms. Williams,
our sole director will perform some of the functions of a Compensation
Committee. Due to the lack of revenues, our lack of payment of any executive
compensation and our development stage status, we deemed a Compensation
Committee to not be necessary at this time.

TEM 11. SECURITY OWNERSHIP OF CERTAIN
				BENEFICIAL OWNERS AND MANAGEMENT

The following tables present information, to the best of the
Company's knowledge, about the beneficial ownership of its common stock on March
1, 2005 relating to the beneficial ownership of the Company's common stock by
those persons known to beneficially own more than 5% of the Company's capital
stock and by its directors and executive officers. The percentage of beneficial
ownership for the following table is based on 20,100,000 shares of common stock
outstanding.

Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and does not necessarily
indicate beneficial ownership for any other purpose. Under these rules,
beneficial ownership includes those shares of common stock over which the
stockholder has sole or shared voting or investment power. It also includes
shares of common stock that the stockholder has a right to acquire within 60
days through the exercise of any option, warrant or other right. The percentage
ownership of the outstanding common stock, however, is based on the assumption,
expressly required by the rules of the Securities and Exchange Commission, that
only the person or entity whose ownership is being reported has converted
options or warrants into shares of our common stock.

Security Ownership of Certain Beneficial Owners

|Name and Address of Beneficial Owner (1) | Number of Shares | Percent Of Class (2)
|---------------------------------------- | ---------------- | --------------------
|Roxana Vargas                            | 15,000,000       | 74.6%               
|1800 N. Green Valley Pkwy #25            |                  |                     
|Henderson, NV                            |                  |                     

1. "Beneficial ownership" means the sole or shared power
	to vote or to direct the voting of, a security, or the sole or shared
	investment power with respect to a security (i.e., thepower to
	dispose of or to direct the disposition of, a security). In addition, for
	purposes of this table, a person is deemed, as of any date, to have
	"beneficial ownership" of any security that such person has the right to
	acquire within 60 days from the date of this 10-KSB.
2. Figures are rounded to the nearest tenth of a
	percent.

Security Ownership of Management

|Name and Address of Beneficial Owner (1) | Number of Shares | Percent Of Class (2)
|---------------------------------------- | ---------------- | --------------------
|Rosemary Williams, President             | 128,334          | 0.64%               
|All Directors & Officers as a Group      | 128,334          | 0.64%               

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1. As used in this table, "beneficial ownership" means the
	sole or shared power to vote, or to direct the voting of, a security, or the
	sole or shared investment power with respect to a security (i.e., thepower to dispose of, or to direct the disposition of, a security). All
	addresses are care of the Company, 408 S. Daytona, Flagler Beach, FL 32136.
2. Figures are rounded to the nearest tenth of a percent.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Effective July 1, 2003, we executed a one year lease for new
office space located at 408 S. Daytona, Flagler Beach, Florida 32136. The office
space is approximately 2,000 sq.ft. and monthly payments are $1,200.(a copy of
the lease was filed as an exhibit to a Form 8-K filed July 31, 2003.)

Rosemary Williams, our president and chairman, owns the
building that the office space is located in. We evaluated pricing on other
available office space in Flagler Beach and found that the price per square foot
being paid to Ms. Williams is very competitive.

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 year ended December 31, 2004, the Company
had accrued interest payable of $19,750.

ITEM 13. EXHIBITS

(a) Documents filed as part of this Report

1. Financial Statements:

|A. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|---------------------------------------------
|1. Independent Auditors Report               
|2. Financial Statements:                     
|Balance Sheet                                
|Statement of Operation                       
|Statement of Changes in Stockholders'        
|Statement of Cash Flows                      
|Notes to Consolidated Financial Statements   

2. Exhibits

|Exhibit         | Description                                                                                                                     
|--------------- | --------------------------------------------------------------------------------------------------------------------------------
|2***            | Real Estate Acquisition Contract                                                                                                
|3(i)a***        | Articles of Incorporation of Juris Travel
		filed on January 23, 2002.                                                          
|3(i)b***        | Certificate of Amendment changing name from
		Juris Travel to Bed and Biscuit Inns of America, Inc. filed March 17,
		2003      
|3(i)c*****      | Certificate of Amendment changing name from
		Bed and Biscuit Inns of America, Inc. to Dogs International filed March
		24, 2003
|3(i)d********** | Certificate of Amendment to Articles of
		Incorporation changing the Company's name to AFV Solutions, Inc.                      

25

---

|3(ii)***     | Bylaws                                                               
|------------ | ---------------------------------------------------------------------
|4**          | A)Articles of Incorporation                                          
|             | B)Bylaws                                                             
|10.1***      | Travel Agency Agreement with Global Travel
		International           
|10.2***      | Commission Schedule                                                  
|10.3****     | Intellectual Property Assignment Agreement                           
|10.4******   | Commercial Office Lease, dated July 1, 2003                          
|31*          | Certification Pursuant to Section 302 of
		Sarbanes-Oxley Act of 2002
|32*          | Certification Pursuant to Section 906 of
		Sarbanes-Oxley Act of 2002
|99.1****     | Press Release dated March 28, 2003                                   
|99.2**       | Press Release dated April 9, 2003                                    
|99.3*****    | Press Release dated June 3, 2003                                     
|99.4******** | Press Release dated May 7, 2003                                      
|99.5******** | Press Release dated May 14, 2003                                     

________________________

* Filed herewith

** Incorporated by reference in Form 8-K filed April 9, 2003

*** Incorporated by reference in Form SB-2 filed March 19, 2002

**** Incorporated by reference in Form 8-K filed March 28, 2003

***** Incorporated by reference in Form 8-K filed June 16, 2003

****** Incorporated by reference in Form 8-K filed July 24, 2003

******* Incorporated by reference in Form 8-K filed August 26, 2003

******** Incorporated by reference in Form 10-QSB filed May 15, 2003

********* Filed in Form 10-KSB on April 26, 2004

********** Incorporated by reference in Form 8-K filed March 24, 2005

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) AUDIT FEES

The aggregate fees billed for professional services
		rendered by Shelley International CPA and Beckstead and Watts, LLP, for
		the audit of our annual financial statements and review of the financial
		statements included in our Form 10-QSB or services that are normally
		provided by the accountant in connection with statutory and regulatory
		filings or engagements for fiscal years 2004 and 2003 were $17,000 and
		$14,500, respectively.

(2) AUDIT-RELATED FEES

NONE

(3) TAX FEES

NONE

26

---

(4) ALL OTHER FEES

NONE

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee.

(6) If greater than 50 percent, disclose the percentage of
hours expended on the principal accountant's engagement to audit the
registrant's financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant's
full-time, permanent employees.

Not applicable.

27

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on our behalf by the undersigned, thereunto duly authorized.

AFV SOLUTIONS, INC.



By:/s/ Rosemary Williams

Rosemary Williams, President

Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



|/s/
Rosemary Williams | President                   | May 17, 2005
|--------------------- | --------------------------- | ------------
|Rosemary Williams    
|                     
|/s/
Rosemary Williams | Sole Director               | May 17, 2005
|Rosemary Williams    
|                     
|/s/
Rosemary Williams | Principal Executive Officer | May 17, 2005
|Rosemary Williams    
|                     
|/s/
Rosemary Williams | Principal Financial Officer | May 17, 2005
|Rosemary Williams    



28

---

Index To Financial Statements

|Report of Independent Certified Public Accountants                                  | F-1       
|----------------------------------------------------------------------------------- | ----------
|Consolidated Balance Sheets, December 31, 2004                                      | F-2       
|Consolidated Statement of Operations for the Years Ended December 31, 2004
and 2002 | F-3       
|Consolidated Statement of Stockholders' Equity                                      | F-4       
|Consolidated Statement of Cash Flows for the Year Ended December 31, 2004 and
2002  | F-5       
|Notes to Consolidated Financial Statements                                          | F-6 - F-12

29

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANT

To the Board of Directors/Audit Committee
AFV Solutions, Inc.

We have audited the accompanying balance sheet of AFV
Solutions, Inc., fka Dogs International, Inc., (a Nevada corporation) as of
December 31, 2004 and the related statement of operations, stockholders' equity,
and cash flows for year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The statements for
2003 and prior were audited by another auditor.

We conducted our audit in accordance with the auditing standards of the
Public Company Accounting Oversight Board in the (United States). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of AFV
Solutions, Inc. as of December 31, 2004 and the results of its operations and
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The Company sustained a loss in the
year ended December 31, 2004. This raises substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.

Shelley International
										CPA



May 15, 2005Mesa, Arizona

F-1

---

AFV Solutions, Inc.
Consolidated Balance Sheets

|                                                                                                                                | December 31,
|------------------------------------------------------------------------------------------------------------------------------- | ------------
|                                                                                                                                | 2004        
|Assets                                                                                                                          |             
|                                                                                                                                |             
|Current assets:                                                                                                                 |             
|Cash                                                                                                                            | $ 19,799    
|Prepaid expenses                                                                                                                | 147         
|Total current assets                                                                                                            | 19,946      
|                                                                                                                                |             
|Fixed assets, net                                                                                                               |             
|Total fixed assets                                                                                                              | 520,852     
|                                                                                                                                | 520,852     
|Other assets:                                                                                                                   |             
|Goodwill                                                                                                                        | 18,269      
|Total other assets                                                                                                              | 18,269      
|                                                                                                                                |             
|Total assets                                                                                                                    | $ 559,067   
|                                                                                                                                |             
|Liabilities and
		Stockholders' Equity                                                                                          |             
|                                                                                                                                |             
|Current liabilities:                                                                                                            |             
|Bank overdraft                                                                                                                  | $ -         
|Accrued expenses                                                                                                                | -           
|Accrued expenses-related
		party                                                                                                | 6,000       
|Notes payable                                                                                                                   | 6,000       
|Total current liabilities                                                                                                       | 12,000      
|                                                                                                                                |             
|Long term liabilities                                                                                                           |             
|Installment Loans                                                                                                               | 36,215      
|Mortgages Payable                                                                                                               | 174,757     
|Mortgages Payable - related
		party                                                                                             | 200,000     
|Interest Payable - related
		party                                                                                              | 19,750      
|Total long term liabilities                                                                                                     | 430,722     
|                                                                                                                                |             
|Stockholders' equity                                                                                                            |             
|Preferred stock, $.001 par
		value, 20,000,000 shares authorized, 28,334 shares issued and
		outstanding                        | 28          
|Common stock, $.001 par value,
		100,000,000 shares authorized; 20,100,000 shares issued and outstanding
		at December 31, 2004 | 20,100      
|Stock subscription payable                                                                                                      | 130,966     
|Additional paid-in capital                                                                                                      | 312,522     
|Accumulated (deficit)                                                                                                           | (347,271)   
|                                                                                                                                | 116,345     
|                                                                                                                                | $ 559,067   

The accompanying notes are an integral part of these financial
statements

F-2

---

AFV Solutions, Inc.
Statements of Operations

|                                                                                 | For the Years Ended
		December 31,
|-------------------------------------------------------------------------------- | ----------------------------------
|                                                                                 | 2004                              
|Revenue                                                                          |                                   
|Cost of sales                                                                    | $ 115,881                         
|                                                                                 | 27,598                            
|Gross profit                                                                     | 88,283                            
|                                                                                 |                                   
|Expenses:                                                                        |                                   
|General and administrative
		expenses                                            | 150,596                           
|General and administrative
		expenses - related party                            | 6,000                             
|Depreciation                                                                     | 33,897                            
|Consulting fees                                                                  | 32,700                            
|Consulting fees - related
		party                                                | 3,350                             
|Research and development                                                         | 40,000                            
|Total expense                                                                    | 266,544                           
|                                                                                 |                                   
|Net operating (loss)                                                             | (178,260)                         
|                                                                                 |                                   
|Other (Expenses):                                                                |                                   
|Interest expense                                                                 | (18,925)                          
|Interest expense - related
		party                                               | (12,000)                          
|Total other expenses                                                             | (30,925)                          
|                                                                                 |                                   
|Net (loss)                                                                       | $ (209,185)                       
|                                                                                 |                                   
|Weighted average number of
		common shares outstanding - basic and fully diluted | 20,100,000                        
|                                                                                 |                                   
|Net (loss) per share - basic
		and fully diluted                                 | $ (0.01)                          

The accompanying notes are an integral part of these financial
statements

F-3

---

AFV Solutions, Inc.

Statement of Stockholders' Equity



|                                                                           | Common Stock | Preferred Stock | Additional Paid-in Capital | Subscription 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, 2003                          | -            | -               | -                          | -                    | -                     | -                         
|                                                                           | 20,100,000   | $ 20,100        | 28,334                     | $ 28                 | $ 312,522             | $ 130,966                 

The accompanying notes are an integral part of these financial
statements

F-4

---

AFV Solutions, Inc.

Statement of Cash Flows



|                                                                                  | Year Ended December 31,
|--------------------------------------------------------------------------------- | -----------------------
|                                                                                  | 2004                   
|Cash flows from operating
		activities                                            |                        
|Net (loss)                                                                        | $ (209,185)            
|Depreciation                                                                      | 33,897                 
|Adjustments to reconcile net
		(loss) to net cash (used) by operating activities: |                        
|(Increase) in prepaid
		expenses                                                  | (147)                  
|(Decrease) in cash overdraft                                                      | (721)                  
|(Decrease) in accrued
		liabilities                                               | (2,194)                
|Increase in accrued
		liabilities - related party                                 | 6,000                  
|Net cash (used) by operating
		activities                                         | (172,350)              
|                                                                                  |                        
|Cash flows from investing
		activities                                            |                        
|Assets acquired                                                                   | (64,634)               
|Net cash (used) by investing
		activities                                         | (64,634)               
|                                                                                  |                        
|Cash flows from financing
		activities                                            |                        
|Checks issued in excess of
		cash available                                       | (721)                  
|Proceeds from notes
		receivable                                                  | -                      
|Proceeds from installment
		loans                                                 | 27,040                 
|Payment on installment loans                                                      | (4,611)                
|Proceeds from mortgage loans                                                      | -                      
|Payment on mortgage loans                                                         | -                      
|Interest payable - related
		party                                                | 12,000                 
|Prior period depreciation
		adjustment                                            | (13,041)               
|Common stock                                                                      | -                      
|Preferred stock                                                                   | -                      
|Subscriptions payable                                                             | 130,966                
|Donated capital                                                                   | 105,150                
|Net cash provided by
		financing activities                                       | 256,783                
|                                                                                  |                        
|Net increase (decrease) in
		cash                                                 | 19,799                 
|Cash - beginning                                                                  | -                      
|Cash - ending                                                                     | $ 19,799               
|                                                                                  |                        
|Supplemental disclosures:                                                         |                        
|Interest paid                                                                     | $ 18,925               
|Income taxes paid                                                                 | $ -                    

The accompanying notes are an integral part of these financial
statements

F-5

---

AFV Solutions, Inc.
Notes

Note 1 - Significant accounting policies and procedures

Organization

AFV Solutions, Inc. (the "Company") was originally
incorporated in the State of Nevada in January of 2002 under the name Juris
Travel. On March 24, 2003, the Company changed its name to "DOGS INTERNATIONAL".
On February 9, 2005, the Company changed its name from Dogs International to AFV
Solutions, Inc. On April 9, 2003, the Company incorporated a new wholly-owned
subsidiary, Bed and Biscuit Inns of America, Inc., a Nevada corporation, which
our future pet facility operations will be conducted through.

On October t, 2004, the Company incorporated a new
wholly-owned subsidiary under the name AFV Research, Inc. ("AFV") AFV's primary
focus will be in the alternative fuel industry.

Cash and cash equivalents

The Company maintains a cash balance in a
non-interest-bearing account that currently does not exceed federally insured
limits. For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less are considered to
be cash equivalents. There is $19,799 and $0 equivalents as of December 31, 2004
and 2003 respectively.

Investments

Investments in companies over which the Company exercises
significant influence are accounted for by the equity method whereby the Company
includes its proportionate share of earnings and losses of such companies in
earnings. Other long-term investments are recorded at cost and are written down
to their estimated recoverable amount if there is evidence of a decline in
value, which is other than temporary.

Fixed assets

Fixed assets are stated at the lower of cost or estimated net
recoverable amount. The cost of property, plant and equipment is depreciated
using the straight-line method based on the lesser of the estimated useful lives
of the assets or the lease term based on the following life expectancy:

|Computer equipment            | 5 years   
|----------------------------- | ----------
|Software                      | 5 years   
|Office furniture and fixtures | 7 years   
|Vehicles                      | 5 years   
|Buildings                     | 39.5 years

Repairs and maintenance expenditures are charged to
operations as incurred. Major improvements and replacements, which extend the
useful life of an asset, are capitalized and depreciated over the remaining
estimated useful life of the asset. When assets are retired or sold, the costs
and related accumulated depreciation and amortization are eliminated and any
resulting gain or loss is reflected in operations.

F-6

---

AFV Solutions, Inc.
Notes

Consolidation policy

The accompanying Consolidated Financial Statements include
the accounts of the Company and its majority-owned subsidiary corporations,
after elimination of all material inter-company accounts, transactions, and
profits. Investments in unconsolidated subsidiaries representing ownership of at
least 20% but less than 50%, are accounted for under the equity method.
Non-marketable investments in which the Company has less than 20% ownership and
in which it does not have the ability to exercise significant influence over the
investee are initially recorded at cost and periodically reviewed for
impairment. As of December 31, 2004 and 2003, the Company did not have
non-marketable investments.

Revenue recognition

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

The cost of services, consisting of feed and supplies, is
expensed as incurred.

Advertising costs

The Company expenses all costs of advertising as incurred.
There were $3,575 and $394 in advertising costs included in general and
administrative expenses as of December 31, 2003 and 2002, respectively.

Use of estimates

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to management as of
December 31, 2003. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash and accounts payable. Fair values were assumed to
approximate carrying values for cash and payables because they are short term in
nature and their carrying amounts approximate fair values or they are payable on
demand.

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. There were no impairment losses
recognized in 2003.

F-7

---

AFV Solutions, Inc.
Notes

Reporting on the costs of start-up activities

Statement of Position 98-5 (SOP 98-5), "Reporting on the
Costs of Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires most costs of
start-up activities and organizational costs to be expensed as incurred. SOP
98-5 is effective for fiscal years beginning after December 15, 1998. With the
adoption of SOP 98-5, there has been little or no effect on the Company's
financial statements.

Loss per share

Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per Share".
Basic loss per share is computed by dividing losses available to common
stockholders by the weighted average number of common shares outstanding during
the period. There were no securities considered to be dilutive in the
computation of earnings (loss) per share.

Comprehensive Income

SFAS No. 130, "Reporting Comprehensive Income", establishes
standards for the reporting and display of comprehensive income and its
components in the financial statements. The Company had no items of other
comprehensive income and therefore has not presented a statement of
comprehensive income.

Segment reporting

The Company follows Statement of Financial Accounting
Standards No. 130, "Disclosures About Segments of an Enterprise and Related
Information." The Company operates as a single segment and will evaluate
additional segment disclosure requirements as it expands its operations.

Income taxes

The Company follows Statement of Financial Accounting
Standard No. 109, "Accounting for Income Taxes" ("SFAS No. 109") for recording
the provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future changes in such
valuation allowance are included in the provision for deferred income taxes in
the period of change.

Deferred income taxes may arise from temporary differences
resulting from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as current or
non-current, depending on the classification of assets and liabilities to which
they relate. Deferred taxes arising from temporary differences that are not
related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.

F-8

---

AFV Solutions, Inc.
Notes

Recent pronouncements

In November 2004, the FASB issued SFAS No. 151, Inventory
Costs, an amendment of ARB No. 43, Chapter 4. SFAS No. 151 amends the guidance
in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for
abnormal amounts of idle facility expense, freight, handing costs, and spoilage.
This statement requires that those items be recognized as current period charges
regardless of whether they meet the criterion of "so abnormal" which was the
criterion specified in ARB No. 43. In addition, this Statement requires that
allocation of fixed production overheads to the cost of production be based on
normal capacity of the production facilities. This pronouncement is effective
for the Company beginning October 1, 2005. The Company does not believe adopting
this new standard will have a significant impact to its financial statements.

In December 2004, the FASB issued SFAS No. 123 (revised
2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for
Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of
Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the
approach described in SFAS No. 123. However, SFAS No. 123(R) requires all
share-based payments to employees, including grants of employee stock options,
to be recognized in the income statement based on their fair values. Pro forma
disclosure is no longer an alternative. The new standard will be effective for
the Company in the first interim or annual reporting period beginning after
December 15, 2005. The Company expects the adoption of this standard will have a
material impact on its financial statements assuming employee stock options are
granted in the future.

Stock-Based Compensation

The Company applies Accounting Principles Board ("APB")
Opinion No. 25, Accounting for Stock Issued to Employees, and Related
Interpretations, in accounting for stock options issued to employees. Under APB
No. 25, employee compensation cost is recognized when estimated fair value of
the underlying stock on date of the grant exceeds exercise price of the stock
option. For stock options and warrants issued to non-employees, the Company
applies SFAS No. 123, Accounting for Stock-Based Compensation, which requires
the recognition of compensation cost based upon the fair value of stock options
at the grant date using the Black-Scholes option pricing model. There were no
shares issued for compensation during the years ended December 31, 2003 or 2002.

Year end

The Company has adopted December 31 as its fiscal year end.

F-9

---

AFV Solutions, Inc.
Notes

Note 2 - Fixed assets

Fixed assets consists of the following:

|                              | December 31,
|----------------------------- | ------------
|                              | 2004        
|                              |             
|Land                          | $ 137,000   
|Vehicles                      | 135,863     
|Furniture and fixtures        | 8,253       
|Operating equipment           | 11,650      
|Buildings and improvements    | 283,945     
|                              |             
|                              | 576,711     
|Less accumulated depreciation | (55,859)    
|                              |             
|Total                         | $ 520,852   

Depreciation expense totaled $33, 897 and $20,782 for the years ended
December 31, 2004 and 2003, respectively.

Note 3 - Notes payable and long-term debt

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 year ended December 31, 2004, the Company
accrued interest payable of $19,750.

The Company has a first mortgage payable on the Bed & Biscuit
Inn facility in Flagler Beach in the amount of $77,957 with an interest rate of
approximately 9.5% per annum with monthly payment of principal and interest
totaling $669.

The Company has a second mortgage payable on the Bed &
Biscuit Inn facility in Flagler Beach in the amount of $96,799 with an interest
rate of approximately 5.25% per annum with monthly interest only payments.

The Company recorded interest expense of $18,925 and $12,437
during the years ended December 31, 2004 and 2003, respectively.

F-10

---

AFV Solutions, Inc.
Notes

Note 4 - Income taxes

For the period ended December 31, 2004 the Company incurred
net operating losses and accordingly, no provision for income taxes has been
recorded. In addition, no benefit for income taxes has been recorded due to the
uncertainty of the realization of any tax assets. At December 31, 2004, the
Company had approximately $347,271 of federal and state net operating losses.
The net operating loss carryforwards, if not utilized will begin to expire in
2015.

The components of the Company's deferred tax asset are as follows:

|                                                     | As of December 31, | As of December 31,
|---------------------------------------------------- | ------------------ | ------------------
|                                                     | 2004               | 2003              
|Deferred tax assets:                                 |                    |                   
|Net operating loss carryforwards                     | $                  | 347,271           
|Total deferred tax assets                            |                    | 347,271           
|                                                     |                    |                   
|Deferred tax liabilities:                            |                    |                   
|Depreciation                                         |                    | -0-               
|                                                     |                    |                   
|Net deferred tax assets before valuation
		allowance |                    | 347,271           
|Less: Valuation allowance                            |                    | (347,271)         
|Net deferred tax assets                              | $                  | -0-               

For financial reporting purposes, the Company has incurred a
loss in each period since its inception. Based on the available objective
evidence, including the Company's history of losses, management believes it is
more likely than not that the deferred tax assets will not be fully realizable.
Accordingly, the Company provided a full valuation allowance against its net
deferred tax assets at December 31, 2004.

Note 5 - Stockholder's equity

On June 9, 2003, the Company effectuated a 2:1
		forward split (for every 1 shares currently owed, each stockholder
		received 1 shares of common stock as a dividend), thus increasing their
		common stock issued and outstanding from 10,000,000 shares to
		20,000,000.

On July 22, 2003, the Company, pursuant to an Asset
		Purchase Agreement, issued 28,334 shares of its $0.001 par value Series
		A Convertible Preferred Stock, at $6.00 per share or $170,000. The
		shares were deemed to have been issued pursuant to an exemption provided
		by Section 4(2) of the Act, which exempts from registration "transaction
		by an issuer not involving any public offering.

F-11

---

AFV Solutions, Inc.
Notes

On August 18, 2003, the Company, pursuant to the
		terms of the Intellectual Property Agreement, date March 14, 2003,
		issued 100,000 (post-split) shares of its $0.001 par value at $0.25 per
		share or $25,000. The shares were deemed to have been issued pursuant to
		an exemption provided by Section 4(2) of the Act, which exempts from
		registration "transaction by an issuer not involving any public
		offering".

Note 6 - Related Party Transactions

The Company owed $207,750 in mortgage and interest
		payable as of December 31, 2003.

On July 1, 2003, the Company executed a one year lease for
new office space located at 408 S. Daytona, Flagler Beach, Florida 32136. The
office space is approximately 2,000 sq.ft. and monthly payments are $1,200.
Effective November 1, 2003, the lease was re-negotiated to 600 sq.ft. and
monthly payments of $500.



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