U.S. Securities and Exchange Commission
                     Washington D.C.  20549

                           FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2007

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ______________

Commission file Number 0-26853

                  BF Acquisition Group V, Inc.
          --------------------------------------------
         (Name of small business issuer in its charter)

               Florida                          65-0913588
 ------------------------------------------------------------------
 (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)           Identification No.)

  2030 Vallejo St., Suite 505, San Francisco, California    94123
 ------------------------------------------------------------------
       (Address of principal executive offices)          (Zip Code)

(Issuer's telephone number)  415-359-1176

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

Title of each class                Name of exchange on which registered


Securities registered under Section 12(g) of the Exchange Act:

                 Common Stock, $0.001 Par Value
                 ------------------------------
                        (Title of Class)

Check whether issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. ____.

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


<PAGE>


Check  if there is no disclosure of delinquent filers in response
to  Item  405  of Regulation S-B in this form, and no  disclosure
will  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-KSB  [X]

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

State issuer's revenues for its most recent fiscal year.....$0.00

State  the  aggregate market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked prices of such common equity, as of a specified date within
the  past 60 days. (See definition of affiliate in Rule 12b-2  of
the Exchange Act).

As of the date of this report, the aggregate market value  of our
common  stock, $0.001  par  value,  held  by non-affiliates   was
approximately  $5,119 (315,000 shares  at $0.01625, which  is the
last price which the registrant's common equity was sold).

            (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State  the  number of shares outstanding of each of the  issuer's
classes   of   common   equity,  as  of  the   latest   practical
date................

As of the date of this report, there were approximately 1,015,000
shares of common stock, $0.001 par value, issued and outstanding.

Transitional Small Business Disclosure Format (check one)

Yes _____      No __X__






<PAGE>


                        TABLE OF CONTENTS

PART I

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

PART II

Item 5.   Market for Common Equity, Related Stockholder Matters
          and Small Business Issuer Purchases of  Equity Securities
Item 6.   Management's Discussion and Analysis or Plan of Operation
Item 7.   Financial Statements
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure
Item 8.A. Controls and Procedures
Item 8.B. Other Information

PART III

Item  9.  Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of the Exchange Act
Item 10.  Executive Compensation
Item 11.  Security Ownership of Certain Beneficial  Owners and
          Management and Related Stockholder Matters
Item 12.  Certain Relationships and Related Transactions
Item 13.  Exhibits
Item 14.  Principal Accountant Fees And Services







<PAGE>


                             PART I

Item 1.  Description Of Business.

                  Forward-Looking Statements

     This Report on Form 10-KSB contains statements that plan for
or  anticipate  the  future. Forward-looking  statements  include
statements  about our future business plans and  strategies,  and
most  other statements that are not historical in nature. In this
report,  forward-looking statements are generally  identified  by
the  words "anticipate," "plan," "believe," "expect," "estimate,"
and  the like. Because forward-looking statements involve  future
risks  and  uncertainties,  there are factors  that  could  cause
actual  results  to  differ materially from  those  expressed  or
implied.   For  example,  a few of the uncertainties  that  could
affect the accuracy of forward-looking statements include.

  1.   Changes in general economic and business conditions
       affecting our Company;
  2.   Legal or policy developments that diminish the appeal of our
       Company; and
  3.   Changes in our business strategies.

  The  Private  Securities Litigation Reform Act of  1995,  which
provides  a  "safe  harbor" for similar  statements  by  existing
public companies, does not apply to our Company.

                    Our Business Development

      During  the  period covered by this report, BF  Acquisition
Group  V,  Inc. (the "Company") conducted no business  operations
and generated no revenue.

     We  were organized as BF Acquisition Group V, Inc. under the
laws  of  the  State of Florida on April 15, 1999, as  a  "shell"
company  with  plans  to  seek business partners  or  acquisition
candidates. We registered our Company's common stock,  par  value
$0.001  (the "Common Stock") pursuant to Securities and  Exchange
Commission  ("SEC")  registration  statement  Form  10-SB  on   a
voluntary  basis in order to become a reporting "shell"  company,
and   on  March  24,  2000  the  SEC  approved  our  Form   10-SB
registration statement. Due to capital constraints,  however,  we
were unable to continue with our business plan. In March 2001, we
ultimately  ceased  our business activities and  became  dormant,
whereby we incurred only minimal administrative expenses. We  re-
established  our  business plan in 2004  and  our  management  is
devoting  its  efforts  to  general  business  planning,  raising
capital,  and  developing  business  opportunities.  Unless   the
context otherwise requires, all references to the "Company"  "we"
"our" and other similar terms means BF Acquisition Group V, Inc.,
a Florida corporation.

                          Our Business

     We  are  a  corporate vehicle created to seek  to  effect  a
merger,  exchange  of capital stock, asset acquisition  or  other
similar  business combination (a "Business Combination") with  an
operating  or development stage business (the "Target  Business")
which  desires  to  employ  our Company  to  become  a  reporting
corporation under the Securities Exchange Act of 1934  ("Exchange


<PAGE>


Act").  We  conduct virtually no business operations, other  than
our efforts to seek merger partners or acquisition candidates. We
do  not  engage in any substantive commercial business  or  other
business  operations.  We  face special  risks  inherent  in  the
investigation,  acquisition, or involvement  in  a  new  business
opportunity. We are in our development stage.

     We  intend  to  seek  potential business  opportunities  and
effectuate  a  Business Combination with a Target  Business  with
significant  growth potential that, in the opinion of management,
could  provide  a profit to our Company and our shareholders.  We
intend to seek opportunities demonstrating the potential of long-
term  growth as opposed to short-term earnings.  Our  efforts  in
identifying  a  prospective  Target  Business  are  expected   to
emphasize  businesses  primarily located in  the  United  States;
however,  we  reserve  the  right to acquire  a  Target  Business
located   primarily  elsewhere.  While  we  may,  under   certain
circumstances,  seek  to effect Business Combinations  with  more
than  one  Target Business, as a result of our limited resources,
we  will,  in all likelihood, have the ability to effect  only  a
single Business Combination. We may effect a Business Combination
with a Target Business that may be financially unstable or in its
early stages of development or growth.  We will not restrict  our
search   to  any  specific  business,  industry  or  geographical
location,  and  we  may  participate in  a  business  venture  of
virtually  any kind or nature. Our present management may  become
involved in the management of the Target Business and/or may hire
qualified  but  as yet unidentified individuals  to  manage  such
Target Business. Presently, we have no plan, proposal, agreement,
understanding  or  arrangement  to  acquire  or  merge  with  any
specific  business  or company, and we have  not  identified  any
specific business or company for investigation and evaluation.

     We  encounter intense competition from other entities having
a  business objective similar to ours. Many of these entities are
well established and have extensive experience in connection with
identifying  and  effecting  Business  Combinations  directly  or
through  affiliates.  Many of these competitors  possess  greater
financial,  marketing, technical, personnel and  other  resources
than we do and we cannot assure that we will have the ability  to
compete  successfully.  Our financial resources  are  limited  in
comparison  to  those of many of our competitors.  This  inherent
competitive  limitation could compel us to  select  certain  less
attractive  acquisition prospects.  We cannot  assure  that  such
prospects  will permit us to meet our stated business objectives.
We believe, however, that our status as a reporting public entity
could  give  us  a  competitive  advantage  over  privately  held
entities having a similar business objective similar to ours. Our
limited  funds and lack of full-time management will likely  make
it   impracticable   to   conduct  a  complete   and   exhaustive
investigation and analysis of a Target Business before we  commit
our resources thereto.

     We  cannot  presently ascertain with any degree of certainty
the  time  and  costs required to select and  evaluate  a  Target
Business  (including conducting a due diligence  review)  and  to
structure  and  consummate  the Business  Combination  (including
negotiating relevant agreements and preparing requisite documents
for filing pursuant to applicable securities laws and state "blue
sky" and corporation laws).


<PAGE>


                         Our Facilities

     Our  executive  and  business offices are  located  at  2030
Vallejo  Street, Suite 505, San Francisco, California  94123.  We
believe this office space is adequate to serve our present needs.

                          Our Employees

     Our  present officer and director is our only employee,  and
he  devotes  minimal time to our business. We have no  full  time
employees.   We   expect  to  use  consultants,   attorneys   and
accountants as necessary, and do not anticipate a need to  engage
any  full-time  employees  while we are  seeking  and  evaluating
Target Businesses.

         Government Regulations That Affect Our Business

     During  the period covered by this report, our business  was
not  subject  to  direct regulation by any  domestic  or  foreign
governmental agency, other than regulations generally  applicable
to  businesses, and we believe that we have complied  with  these
laws and regulations in all material respects. If we consummate a
Business Combination with a Target Business that operates  in  an
industry that is regulated or licensed by federal, state or local
authorities, compliance with such regulations could  be  a  time-
consuming and expensive process.

Item 2.  Properties.

     Our  executive  and  business offices are  located  at  2030
Vallejo  Street, Suite 505, San Francisco, California  94123.  We
believe this office space is adequate to serve our present needs.

Item 3.  Legal Proceedings.

     As  of  the date hereof, we are not a party to any  material
legal  proceedings, nor are we aware of any threatened litigation
of a material nature.

Item 4.  Submission Of Matters To A Vote Of Security Holders.

     No  matter  was submitted to a vote of our security  holders
during  the  fourth quarter of the fiscal year  covered  by  this
report.

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters
         and Small Business Issuer Purchases of Equity Securities.

     (a) Market Information

     No  public  trading market presently exists for  our  Common
Stock,  and  we cannot assure you that a trading market  for  our
Common Stock will ever develop.


<PAGE>


     (b) Holders

     During  the period covered by this report, approximately  15
holders of record held our Common Stock.

     (c) Dividends

     No  cash dividends were declared or paid on our Common Stock
since  our  inception. No restrictions limit our ability  to  pay
dividends  on  our  Common Stock. We do not  expect  to  pay  any
dividends in the near future.

     (d)   Securities  Authorized  For  Issuance   Under   Equity
Compensation Plans.

     Not applicable.

Recent Sales of Unregistered Securities

     Not applicable.

Item 6.   Management's Plan of Operation.

                            Overview

     The  following  discussion "Management's Plan of  Operation"
contains  forward-looking  statements.  The  words  "anticipate,"
"believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"will,"  "could," "may" and similar expressions are  intended  to
identify forward-looking statements. Such statements reflect  our
current  views  with  respect  to  future  events  and  financial
performance  and involve risks and uncertainties. Should  one  or
more   risks   or  uncertainties  occur,  or  should   underlying
assumptions  prove incorrect, actual results may vary  materially
and   adversely  from  those  anticipated,  believed,   expected,
planned,  intended, estimated, projected or otherwise  indicated.
We  caution  you  not to place undue reliance on  these  forward-
looking  statements, which we have made as of the  date  of  this
Annual Report on Form 10-KSB.

     The  following is qualified by reference to, and  should  be
read   in  conjunction  with  our  audited  financial  statements
("Financial   Statements"),  and  the  notes  thereto,   included
elsewhere  in  this  Form  10-KSB,  as  well  as  the  discussion
hereunder "Management's Plan of Operation".

                        Plan of Operation

      During  the  period covered by this report, BF  Acquisition
Group  V,  Inc. (the "Company") conducted no business  operations
and generated no revenue.

     Our  Company  was initially organized as a "shell"  company,
with  plans  to seek business partners or acquisition candidates;
however,  due to capital constraints, we were unable to  continue
with  our business plan. In March 2001, we ultimately ceased  our
business activities and became dormant, whereby we incurred  only
minimal  administrative expenses.  We re-established our business


<PAGE>


plan  in  2004 and our management is devoting most of its efforts
to  general  business planning, raising capital,  and  developing
business opportunities.

     As  described above, we became dormant for a period of  time
due  to  the  lack  of  capital. During that  dormant  period  we
incurred  a loss from operations, and presently do not  have  any
revenues   to   cover  our  incurred  expenses.  Our   management
recognizes that we must generate additional resources  to  enable
us  to  pay  our obligations as they come due, and that  we  must
ultimately  implement  our business plan and  achieve  profitable
operations.   We cannot assure you that we will be successful  in
any  of  these activities. Should any of these events not  occur,
our financial condition will be materially adversely affected.

     Until we obtain business partners or acquisition candidates,
our   Company  does  not  expect  to  meet  its  current  capital
requirements for the next twelve months. Additionally, we  cannot
assure  you  that if we obtain business partners  or  acquisition
candidates that we will meet our current capital requirements for
the  next  twelve  months. We obtained approximately  $40,689  in
affiliate  cash  advances and loans to meet our  current  capital
requirements,  but  we  cannot assure  you  that  we  can  obtain
additional  cash advances or loans for any amount in the  future.
Our  independent auditors have indicated in their  audit  opinion
for the year ended April 30, 2007 and April 30, 2006 that certain
factors raise substantial doubt about our ability to continue  as
a  going  concern, and these continuing factors are discussed  in
note  2  to  our  accompanying April 30, 2007  audited  financial
statements.

Item 7.  Financial Statements.

     Our  Financial  Statements of are  attached  as  Appendix  A
(following  Exhibits) and included as part of  this  Form  10-KSB
Report.   A  list  of  our Financial Statements  is  provided  in
response to Item 13 of this Form 10-KSB Report.

Item 8.  Changes In And Disagreements With Accountants On
         Accounting and Financial Disclosure.

     Not Applicable

Item 8A. Controls and Procedures.

      As  of  the  end of the period covered by this  report,  an
evaluation  was  performed  under the supervision  and  with  the
participation of the Company's principal executive  officers  and
financial  officers  of  the  effectiveness  of  the  design  and
operation of the Company's disclosure controls and procedures (as
such  term is defined in Rules 13a-15(e) and 15d-15(e) under  the
Exchange Act) as of the end of the period covered by this report.
The  evaluation  revealed  to the Company's  principal  executive
officers and financial officers that the design and operation  of
the  Company's disclosure controls and procedures were  effective
as of the end of the period covered by this report.

     There  have  been  no significant changes in  the  Company's
internal  controls and in other factors that could  significantly
affect  internal controls subsequent to the date  of  the  above-
described evaluation period.


<PAGE>


Item 8B.  Other Information.

     Not Applicable.

                            PART III

Item 9.  Directors, Executive Officers, Promoters And Control
         Persons; Compliance With Section 16(A) Of The Exchange Act.

(a) Identity of directors and executive officers.

Name                Age   Position              Term/Period Served

William R. Colucci  68    Director, President,  1yr./since inception
                          Treasurer, Secretary

(b) Business experience of directors and executive officers.

     Mr.  Colucci has served as a director, president,  secretary
and  treasurer of the Company since its inception in April  1999.
Since  April  2007, Mr. Colucci has also served as a director  of
Gelstat  Corporation. From August 2004 to April 2007, Mr. Colucci
served  as  an officer of Universal Capital Management,  Inc.,  a
business development company. Since 1999, Mr. Colucci has been an
independent  consultant  who  provides  investment  banking   and
business consulting services for emerging growth companies.  From
September  1997  to  December  1999,  Mr.  Colucci  served  as  a
consultant  with Harbor Town Management Group Inc.,  a  privately
held  management  firm  that  provided  investment  banking   and
business  consulting services.  From 1996 to  1997,  Mr.  Colucci
served as Chief Operating Officer and SEC Compliance Officer  for
Physicians' Laser Services, Inc. From 1991 to 1996, he served  as
a  senior  partner of Decision Dynamics, Inc., a private business
and  real estate consulting firm, where he provided clients  such
as  Alcoa  Properties, the Branigar Corporation, and  Mobil  Land
Development  Corporation with consulting services  that  included
market and investment analysis, property positioning and economic
payback analysis.

     Each  Director of the Company holds such position until  the
next  annual  meeting of shareholders and until his successor  is
duly  elected and qualified.  The officers hold office until  the
first  meeting  of  the board of directors following  the  annual
meeting of shareholders and until their successors are chosen and
qualified, subject to early removal by the board of directors.

     Audit Committee Financial Expert

     During  the  period covered by this report, the Company  did
not  have  an  audit  committee financial  expert  on  its  audit
committee.  This is due to the Company's development stage,  lack
of  business  operations, the small number of executive  officers
involved with the Company, and the fact that the Company  expects
to   operate  through  strategic  consultants  with  few  or   no
employees. Our board of directors will continue to evaluate, from
time to time, whether its audit committee should appoint an audit
committee financial expert on its audit committee.


<PAGE>


     Audit Committee

     During  the  period covered by this report, the Company  did
not  have  a  separately designated standing audit  committee  in
place;  the  Company's  entire board  of  directors  served,  and
currently  serves, in that capacity. This is due to the Company's
development stage, lack of business operations, the small  number
of  executive  officers involved with the Company, and  the  fact
that the Company expects to operate through strategic consultants
with few or no employees. Our board of directors will continue to
evaluate,  from  time  to time, whether a  separately  designated
standing audit committee should be put in place.

     Section 16(a) Beneficial Ownership Reporting Compliance

      To  the best of our knowledge, no officer, director  and/or
beneficial owner of more than 10% of our Common Stock, failed  to
file  reports  as required by Section 16(a) of the  Exchange  Act
during the period covered by this report.

     Code of Ethics

     The  Company  has not yet adopted a code of ethics  for  its
principal executive officer, principal financial officer  or  any
other position due to its development stage, the small number  of
executive  officers involved with the Company, and the fact  that
the Company expects to operate through strategic consultants with
few  or  no  employees. Our board of directors will  continue  to
evaluate,  from time to time, whether a code of ethics should  be
developed and adopted.

Item 10. Executive Compensation.

     During  the  period  covered by this  report,  no  executive
officer  of  our  Company received any type of  salary  or  other
compensation in connection with their employment as such; and  no
employment agreement was entered into with any of our officers.

     Compensation of Directors

     During  the  period  covered by  this  report,  no  director
received any type of compensation from our Company for serving as
such.

     Employee Stock Option Plan

     During  the period covered by this report, we had  no  stock
option,  retirement, pension, or profit-sharing programs for  the
benefit of directors, officers or other employees.


<PAGE>


Item 11. Security Ownership Of Certain Beneficial Owners and Management.

         Security Ownership of Certain Beneficial Owners

     The  following table sets forth, as of the end of the fiscal
year  covered  by this report, the names, addresses,  amount  and
nature  of beneficial ownership and percent of such ownership  of
each  person  or group known to the Company to be the  beneficial
owner  of  more  than five percent (5%) of the  Company's  Common
Stock:

Name and Address                 Amount and Nature        Percent
of Beneficial Owner            of Beneficial Ownership   of Class(1)

David M. Bovi                       175,000   (D)          17.24%
319 Clematis Street, Suite 700
West Palm Beach, Fl 33401

William R. Colucci (2)              175,000   (D)          17.24%
2501 Turk Boulevard
San Francisco, California 94118

Joseph Thomas Drennan (2)           175,000   (D)          17.24%
2601 Annand Drive, #16
Wilmington DE 19808

Barbara Jean Queen (3)              175,000   (I)          17.24%
3100 Old Limestone Road
Wilmington, Delaware 19808

Nortia Capital Partners, Inc.       100,000   (D)           9.85%
400 Hampton View Court
Alpharetta, Georgia 30004

Universal Capital Management, Inc.  100,000   (D)           9.85%
2601 Annand Drive, Suite 16
Wilmington, Delaware 19808
--------------------------------------------------------------------
1.   Based upon 1,015,000 shares of the Company's Common Stock
     outstanding as of April 30, 2007, the end of the fiscal year
     covered by this report.
2.   Mr. Drennan is an officer and director of Universal Capital
     Management, Inc., and he  disclaims any beneficial ownership in
     Universal Capital Management, Inc.'s 100,000 shares  of  the
     Company's Common Stock.
3.   These shares are held in Zenith Holdings, Inc., a
     corporation owned and controlled by Barbara Queen.

     The  following table sets forth, as of the end of the fiscal
year  covered  by this report, the names, addresses,  amount  and
nature  of beneficial ownership and percent of such ownership  of
the  Company's Common Stock of each of the officers and directors
of  the Company, and the officers and directors of the Company as
a group:



<PAGE>


Name and Address                 Amount and Nature       Percent
of Beneficial Owner           of Beneficial Ownership   of Class(1)

William R. Colucci                  175,000               17.24%
2501 Turk Boulevard
San Francisco, California 94118

All Officers and Directors
as a Group (1 person)               175,000               17.24%

1.   Based upon 1,015,000 shares of the Company's Common Stock
     outstanding as of April 30, 2007, the end of the fiscal year
     covered by this report.

     Our Company currently has no securities authorized for issuance
under any equity compensation plans.

Item 12. Certain Relationships And Related Transactions.

     Not applicable.

Item 13. Exhibits.

INDEX TO EXHIBITS.

Exhibit No. Description of Exhibit                        Sequential Page No.
(31)
   31.1 Certification of the President of BF Acquisition Group V, Inc.
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   31.2 Certification of the Treasurer of BF Acquisition Group V, Inc.
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)
   32.1 Certification of the President of BF Acquisition Group V, Inc.
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

   32.2 Certification of the Treasurer of BF Acquisition Group V, Inc.
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Item 14. Principal Accountant Fees And Services

Audit Fees.
-----------

     The aggregate fees billed for the years ended April 30, 2007
and 2006 for professional services rendered by Morison Cogen, LLP
for  the  audit of the Company's annual financial statements  and
review of financial statements included in the Company's Form 10-
QSB  or services that are normally provided by the accountant  in
connection  with statutory and regulatory filings or  engagements
for  the  year ended April 30, 2007 was $8,000; and for the  year
ended April 30, 2006 was $5,500.


<PAGE>


Audit-Related Fees.
-------------------

     No  fees were billed for the years ended April 30, 2007  and
2006  for  assurance and related services by Morison  Cogen,  LLP
that  are  reasonably related to the performance of the audit  or
review of the Company's financial statements and are not reported
under the category Audit Fees described above.

Tax Fees.
---------

     No  fees were billed for the years ended April 30, 2007  and
2006  for tax compliance, tax advice, or tax planning by  Morison
Cogen, LLP that are reasonably related to the performance of  the
audit or review of the Company's financial statements and are not
reported under the category Audit Fees described above.

All Other Fees.
---------------

     No  fees  were billed for the fiscal years ended  April  30,
2007  and  2006  for  products and services provided  by  Morison
Cogen,  LLP  other than the services reported in the Audit  Fees,
Audit-Related Fees, and Tax Fees categories above.

Audit Committee Pre-Approval Policies.
--------------------------------------

     The  Company's audit committee currently does not  have  any
pre-approval policies or procedures concerning services performed
by  Morison  Cogen,  LLP. All the services performed  by  Morison
Cogen,  LLP  that  are described above were pre-approved  by  the
Company's audit committee. None of the hours expended on  Morison
Cogen,  LLP  's  engagement  to  audit  the  Company's  financial
statements  for  the  years ended April 30, 2007  and  2006  were
attributed to work performed by persons other than Morison Cogen,
LLP's full-time, permanent employees.







<PAGE>



                           Appendix A
                      Financial Statements.

       The following Audited Financial Statements are filed as
part of this Form 10-KSB Report:

CONTENTS

PAGE F-1      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S REPORT

PAGE F-2      BALANCE SHEETS

PAGE F-3      STATEMENTS OF OPERATIONS

PAGE F-4      STATEMENT OF STOCKHOLDERS' DEFICIT

PAGE  F-5     STATEMENTS OF CASH FLOWS

PAGES F-6-F-8 NOTES TO FINANCIAL STATEMENTS













<PAGE>









                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)

                      FINANCIAL STATEMENTS

                     APRIL 30, 2007 AND 2006

















<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)







                            CONTENTS

                                                                PAGE
                                                                ----

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           1

BALANCE SHEETS                                                    2

STATEMENTS OF OPERATIONS                                          3

STATEMENT OF STOCKHOLDERS' DEFICIT                                4

STATEMENTS OF CASH FLOWS                                          5

NOTES TO FINANCIAL STATEMENTS                                   6 - 8

















<PAGE>


     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors
BF Acquisition Group V, Inc.
Newark, Delaware


We have audited the accompanying balance sheets of BF Acquisition
Group V, Inc. (a development stage company) as of April 30,  2007
and  2006,  and the related statements of operations, changes  in
stockholders' equity and cash flows for the years then ended  and
for  the  period April 15, 1999 (date of inception) to April  30,
2007.   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
Company's financial statements as of and for the year ended April
30,  2004,  and for the period April 15, 1999 (date of inception)
through  April  30,  2004 were audited by  other  auditors  whose
report,  dated  June  11, 2004, on those statements  included  an
explanatory paragraph that described the substantial doubt  about
the Company's ability to continue as a going concern discussed in
Note 2 to the financial statements.  The financial statements for
the  period April 15, 1999 (date of inception) through April  30,
2004 reflect no revenues and a net loss of $11,072 of the related
totals.  The other auditors' report has been furnished to us, and
our  opinion,  insofar as it relates to the amounts included  for
such  prior  period,  is  based solely  on  the  report  of  such
auditors.

We  conducted our audits in accordance with the standards of  the
Public Company Accounting Oversight Board (United States).  Those
standards  require that we plan and perform the audit  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 audits provide  a  reasonable
basis for our opinion.

In  our opinion, based on our audits and the report of the  other
auditors,  the  financial statements referred  to  above  present
fairly,  in all material respects, the financial position  of  BF
Acquisition  Group V. Inc. (a development stage  company)  as  of
April  30,  2007  and 2006 and the results of its operations  and
cash flows for the years then ended and for the period April  15,
1999  (date  of inception) to April 30, 2007, in conformity  with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming
the  Company  will continue as a going concern.  As discussed  in
Note  2  to  the financial statements, the Company's losses  from
development stage activities and working capital deficiency raise
substantial  doubt  about its ability  to  continue  as  a  going
concern.  Management's plans in regard to this  matter  are  also
described in Note 2.  The financial statements do not include any
adjustments   that  might  result  from  the  outcome   of   this
uncertainty.


/s/ Morison Cogen, LLP
-------------------------
Bala Cynwyd, Pennsylvania
June 18, 2007



<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)
                         BALANCE SHEETS
                     APRIL 30, 2007 AND 2006
<TABLE>
<CAPTION>


                                                                    April 30, 2007 April 30, 2006
                                                                    -------------- --------------
<S>                                                                 <C>            <C>
ASSETS
  Current Assets:
    Cash and Cash Equivalents                                        $        66    $        66
                                                                     -----------    -----------

TOTAL ASSETS                                                         $        66    $        66
LIABILITIES & STOCKHOLDERS' DEFICIT                                  ===========    ===========

  Current Liabilities
    Accrued Expenses                                                 $     5,074    $       631
    Affiliates Payable                                                    40,239         33,648
    Loans from Stockholders                                                  450            450
                                                                     -----------    -----------

    Total Current Liabilities                                             45,763         34,729
                                                                     -----------    -----------
  Stockholders' Deficit
    Preferred stock, no par value; 5,000,000 shares authorized,
      no shares issued and outstanding                                         -              -
    Common stock, $.001 par value; 50,000,000 shares authorized,
      1,015,000 shares issued and outstanding at April 30, 2007
      and April 30, 2006                                                   1,015          1,015
    Additional paid-in capital                                             7,676          7,676
    Deficit accumulated during the development stage                     (54,388)       (43,354)
                                                                     -----------    -----------
                                                                         (45,697)       (34,663)
                                                                     -----------    -----------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT                            $        66    $        66
                                                                     ===========    ===========
</TABLE>




The accompanying notes are an integral part of these financial statements.

                               -2-
<PAGE>


                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)
          STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                     APRIL 30, 2007 AND 2006
 FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO APRIL 30, 2007
<TABLE>
<CAPTION>
                               Cumulative      For the          For the
                                  Since       Year Ended       Year Ended
                               Inceptiion    April 30, 2007   April 30, 2006
                               -----------   --------------   --------------
<S>                            <C>           <C>              <C>
REVENUES
  Revenues                     $         -    $         -      $         -

COSTS AND EXPENSES
  General and Administrative        54,388         11,034           19,916
                               -----------   --------------   --------------

    Total costs and expenses        54,388         11,034           19,916
                               -----------   --------------   --------------

LOSS BEFORE INCOME TAXES            54,388         11,034           19,916

INCOME TAXES                             -              -                -
                               -----------   --------------   --------------

NET LOSS                       $    54,388    $    11,034      $    19,916
                               ===========   ==============   ==============

BASIC AND DILUTED WEIGHTED AVERAGE
  COMMON SHARES OUTSTANDING                     1,015,000        1,015,000
                                             ==============   ==============
BASIC AND DILUTED NETLOSS
  PER COMMON SHARE                            $      0.01      $      0.02
                                             ==============   ==============
</TABLE>












The accompanying notes are an integral part of these financial statements.

                               -3-
<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)
               STATEMENT OF STOCKHOLDERS' DEFICIT
 FOR THE PERIOD APRIL 15, 1999 (DATE OF I NCEPTION) TO APRIL 30, 2007
<TABLE>
<CAPTION>


                                                                                      Deficit
                                                                                    Accumulated
                                                          Common Stock  Additional   During the
                                                       Number of         Paid In    Development
                                                        Shares   Amount  Capital       Stage       Total
                                                      ---------  -----  --------    ----------    -------
<S>                                                    <C>       <C>    <C>         <C>           <C>
Issuance of initial 510,000 shares on April 15, 1999    510,000    510       490           -        1,000
Issuance of shares of common stock in exchange
  for services                                          190,000    190       182           -          372
Net loss for the year ended April 30, 1999                    -      -         -        (372)        (372)
                                                      ---------  -----  --------    ----------    -------

Balance, April 30, 1999                                 700,000    700       672        (372)       1,000

Issuance of shares of common stock                       60,000     60     2,940           -        3,000
Issuance of shares of common stock in exchange
  for services                                           35,000     35        34           -           69
                                                              -      -         -      (3,637)      (3,637)
                                                      ---------  -----  --------    ----------    -------

Balance, April 30, 2000                                 795,000    795     3,646      (4,009)         432
Issuance of shares of common stock                       20,000     20       980           -        1,000
Net loss for the year ended April 30, 2001                           -         -      (2,978)      (2,978)
                                                      ---------  -----  --------    ----------    -------
Balance, April 30, 2001                                 815,000    815     4,626      (6,987)      (1,546)

Net loss for the year ended April 30, 2002                    -      -         -      (3,123)      (3,123)
                                                      ---------  -----  --------    ----------    -------

Balance, April 30, 2002                                 815,000    815     4,626     (10,110)      (4,669)

Net loss for the year ended April 30, 2003                    -      -         -      (3,105)      (3,105)
                                                      ---------  -----  --------    ----------    -------
Balance, April 30, 2003                                 815,000    815     4,626     (13,215)      (7,774)

Net income for the year ended April 30, 2004                  -      -         -       2,143        2,143
                                                      ---------  -----  --------    ----------    -------
Balance, April 30, 2004                                 815,000    815     4,626     (11,072)      (5,631)

Affiliate payables converted into common stock          200,000    200     3,050           -        3,250
Net loss for the year ended April 30, 2005                           -         -     (12,366)     (12,366)
                                                      ---------  -----  --------    ----------    -------
Balance, April 30, 2005                               1,015,000  1,015     7,676     (23,438)     (14,747)

Net loss for the year ended April 30, 2006                    -      -         -     (19,916)     (19,916)
                                                      ---------  -----  --------    ----------    -------
Balance, April 30, 2006                               1,015,000  1,015     7,676     (43,354)     (34,663)

Net loss for the year ended April 30, 2007                    -      -         -     (11,034)     (11,034)
                                                      ---------  -----  --------    ----------    -------
Balance, April 30, 2007                               1,015,000 $1,015  $  7,676   $ (54,388)   $ (45,697)
                                                      =========  =====  ========    ==========    =======
</TABLE>






The accompanying notes are an integral part of these financial statements.

                               -4-
<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)
                    STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED APRIL 30, 2007 AND 2006
 FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO APRIL 30, 2007
<TABLE>
<CAPTION>

                                                      Cumulative     For the Year    For the Year
                                                        Since           Ended           Ended
                                                       Inception    April 30, 2007 April 30, 2006
                                                      -----------    -----------    -----------
<S>                                                   <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Loss                                            $   (54,388)   $   (11,034)   $   (19,916)
  Adjustments to reconcile net loss to net cash
    flows used by operating activities
  Stock issued in exchange for services                       441              -              -
  Increase (decrease) in liabilities
    Accrued expenses                                        5,074          4,443         (3,196)
    Advances due to affiliates                             43,489          6,591         23,178
                                                      -----------    -----------    -----------

  Net cash (used in) provided by operating activites       (5,384)             -             66
                                                      -----------    -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                    5,000              -              -
  Loans from stockholders                                     450              -              -
                                                      -----------    -----------    -----------

  Net cash provided by financing activities                 5,450              -              -
                                                      -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           66              -             66

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                  -             66              -
                                                      -----------    -----------    -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD              $        66    $        66    $        66
                                                      ===========    ===========    ===========

Supplemental Disclosure of Non-Cash Financing
  200,000 shares of common stock issued in
  exchange for repayment towards affiliate payable
    Common Stock                                      $       200    $         -    $         -
    Additional paid-in-capital                              3,050              -              -
                                                      -----------    -----------    -----------

    Due to affiliate repayment                        $    (3,250)   $         -    $         -
                                                      ===========    ===========    ===========
</TABLE>




The accompanying notes are an integral part of these financial statements.

                               -5-
<PAGE>




                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLOCIES

ORGANIZATION

BF Acquisition Group V, Inc. (the "Company") is a development
stage company organized in Florida on April 15, 1999 as a "shell"
company, which looks for suitable business partners or
acquisition candidates to merge with or acquire.  Operations have
consisted primarily of obtaining the initial capital contribution
by the founding shareholders and coordination of activities
regarding the SEC registration of the Company.

BASIS OF PRESENTATION

The financial statements are presented in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 7,
"Accounting and Reporting by Development Stage Enterprises."

COMPREHENSIVE INCOME

The Company follows the SFAS No. 130 "Reporting Comprehensive
Income."  Comprehensive income is a more inclusive financial
reporting methodology that includes disclosure of certain
financial information that historically has not been recognized
in the calculation of net income.  Since the Company has no items
of other comprehensive income, comprehensive income (loss) is
equal to net income (loss).

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist of accrued expenses,
payables to affiliates and loans to stockholders.  The carrying
value of accrued expenses, payables to affiliates and loans to
stockholders approximate fair value because of their short
maturities.

INCOME TAXES

The Company follows SFAS No. 109 "Accounting for Income Taxes,"
which requires an asset and liability approach to financial
accounting and reporting for income taxes.  Deferred income taxes
assets and liabilities are computed annually for temporary
differences between the financials statement and tax bases of
assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected
to affect taxable income.  Valuation allowances are established
when necessary to reduce deferred tax assets to the amount
expected to be realized.  Income tax expense is the tax payable
or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

INCOME (LOSS) PER SHARE

The Company follows SFAS No. 128, "Earnings Per Share" resulting
in the presentation of basic and diluted earnings per share.  The
Company has no common stock equivalents, therefore, the amounts
reported for basic and dilutive income (loss) per shares were the
same.


                                  -6-
<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS


USE OF ESTIMATES

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

RECENTLY ISSUED PRONOUNCEMENTS

In  June  2006, the Financial Accounting Standards Board ("FASB")
issued   Interpretation  No.  48  ("FIN  48"),   Accounting   for
Uncertainty in Income Taxes. FIN 48 prescribes detailed  guidance
for   the   financial  statement  recognition,  measurement   and
disclosure   of   uncertain  tax  positions  recognized   in   an
enterprise's  financial  statements  in  accordance   with   FASB
Statement  No.  109, Accounting for Income Taxes.  Tax  positions
must  meet  a more-likely-than-not recognition threshold  at  the
effective date to be recognized upon the adoption of FIN  48  and
in  subsequent periods. FIN 48 will be effective for fiscal years
beginning after December 15, 2006 (our fiscal year 2008) and  the
provisions  of FIN 48 will be applied to all tax positions  under
Statement No. 109 upon initial adoption. The cumulative effect of
applying  the provisions of this interpretation will be  reported
as  an adjustment to the opening balance of retained earnings for
that  fiscal  year.  The  Company  is  currently  evaluating  the
potential   impact  of  FIN  48  on  its  consolidated  financial
statements.

In  September  2006,  the  SEC issued Staff  Accounting  Bulletin
No.  108  ("SAB No. 108"). SAB No. 108 addresses the process  and
diversity   in   practice  of  quantifying  financial   statement
misstatements  resulting in the potential build  up  of  improper
amounts  on the balance sheet. We will be required to  adopt  the
provisions  of  SAB No.108 in fiscal 2008. We  currently  do  not
believe  that  the adoption of SAB No. 108 will have  a  material
impact on our consolidated financial statements.

In  September  2006,  the FASB issued SFAS No.  157,  Fair  Value
Measurements,  ("SFAS  No.  157"). SFAS  No.  157  establishes  a
framework for measuring fair value and expands disclosures  about
fair   value  measurements.  The  changes  to  current   practice
resulting  from the application of this Statement relate  to  the
definition of fair value, the methods used to measure fair value,
and  the expanded disclosures about fair value measurements.  The
Statement   is   effective  for  fiscal  years  beginning   after
November 15, 2007 and interim periods within those fiscal  years.
We  do  not believe that the adoption of the provisions  of  SFAS
No. 157 will materially impact our financial position and results
of operations.

NOTE 2- GOING CONCERN

The accompanying financial statements have been prepared assuming
that  the Company will continue as a going concern.  The  Company
has  incurred losses from activities during the development stage
and  has a deficiency in working capital.  These conditions raise
substantial  doubt about the Company's ability to continue  as  a
going concern.  The ability of the Company to continue as a going
concern is dependent on the Company's ability to raise additional
capital   and   implement  its  business  plan.   The   financial
statements do not include any adjustments that might result  from
the outcome of this uncertainty.




                                  -7-
<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A Development Stage Company)
                  NOTES TO FINANCIAL STATEMENTS


NOTE 3 - INCOME TAXES

There  is no provision for income taxes for 2006 and 2005 due  to
the  availability of net operating loss carryforwards  for  which
the Company had previously established a 100% valuation allowance
for   deferred  tax  assets  due  to  the  uncertainty  of  their
recoverability.   At  April  30, 2007,  the  Company  had  a  net
operating  loss  carryforwards ("NOL's")  approximating  $54,388.
These  operating  losses are available to offset  future  taxable
income through the year 2027.  The utilization of these NOL's  to
reduce  the future income taxes will depend on the generation  of
sufficient taxable income prior to their expiration.  There  were
no  temporary differences for the years ended April 30, 2007  and
2006.  The Company has established a 100% valuation allowance  of
approximately  $22,000 at April 30, 2007  for  the  deferred  tax
assets due to the uncertainty of their realization.


NOTE 4 - PAYMENTS TO AFFILIATES

Universal  Capital Management, Inc., related to  the  Company  by
common  shareholders and management personnel, has provided  cash
advances for operating expenses of the Company.  Currently,  such
loans are unsecured and without specific redemption date.














                                  -8-
<PAGE>



SIGNATURES

In  accordance with Section 13 or 15(d) of the Exchange Act,  the
Company  caused  this report to be signed on its  behalf  by  the
undersigned, thereunto duly authorized:

By: /s/ William R. Colucci
    -----------------------------
    William R. Colucci, President

Dated: June 29, 2007


     In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.

By: /s/ William R. Colucci
    -----------------------------
    William R. Colucci, President,
    Treasurer, director

Dated: June 29, 2007