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, 2005
                                   --------------

[ ]      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.)

         2501 Turk Boulevard, San Francisco, California    94118
         ---------------------------------------------------------
         (Address of principal executive offices)       (Zip Code)

(Issuer's telephone number)  415-831-1974
                           ----------------

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

Title  of each class                               Name of exchange on
                                                     which registered

      None                                                 None

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

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

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 [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is not contained 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]


<PAGE>


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 Accounting Fees And Services








                                                                  1
<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
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.


                                                                  2

<PAGE>


     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).

                       Our Facilities

     Our executive and business offices are located at 2501 Turk
Boulevard, San Francisco, California 94118. 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.


                                                                  3

<PAGE>


          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 2501 Turk
Boulevard, San Francisco, California 94118. 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.

     (b)  Holders

     During the period covered by this report, approximately 13
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.


                                                                  4

<PAGE>


Recent Sales of Unregistered Securities

     On September 15, 2004, our Company converted $3,250 of
outstanding affiliate loans to 200,000 shares of our common
stock. We issued 100,000 shares of common stock to each of two
lenders. The Company relied on Section 4(2) of the Securities Act
for these transactions since they did not involve any public
offering.

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
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 $11,000 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.


                                                                  5

<PAGE>


Our independent auditors have indicated in their audit opinion
for the year ended April 30, 2005 and April 30, 2004 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, 2005 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.

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.

<TABLE>
<CAPTION>
Name                     Age     Position               Term/Period Served
----                     ---     --------               ------------------
<S>                      <C>     <C>                    <C>
William  R.  Colucci     65      Director,  President,  1yr./since inception
                                 Treasurer, Secretary
</TABLE>


(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.
Mr. Colucci is also an officer of Universal Capital Management,
Inc., a business development company, and an officer and director
of BF Acquisition Group III, Inc. Since 1999, Mr. Colucci has
been an independent consultant who provides investment banking


                                                                  6

<PAGE>


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. Mr Colucci received his Bachelor of Science
Degree in Economics from St. Joseph's University in Philadelphia
in 1964 and has successfully completed advanced courses of study
at Stanford University's Graduate School of Business for
executives of emerging growth companies.

     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.

     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.


                                                                  7

<PAGE>

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.


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:

<TABLE>
<CAPTION>
 Name and Address                     Amount and Nature           Percent
of Beneficial Owner                of Beneficial Ownership      of Class(1)
-------------------                -----------------------      -----------
<S>                                <C>                          <C>
David M. Bovi                              400,000                39.40%
319 Clematis Street, Suite 700
West Palm Beach, Fl 33401

William R. Colucci (2)                     300,000                29.55%
2501 Turk Boulevard
San Francisco, California 94118

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

Universal Capital Management, Inc.         100,000                9.85%
2601 Annand Drive, Suite 16
Wilmington, Delaware 19808
---------------------------------------------------------------------------
</TABLE>

  1. Based upon 1,015,000 shares of the Company's Common Stock
     outstanding as of April 30, 2005, the end of the fiscal year
     covered by this report.
  2. Mr. Colucci, an officer of Universal Capital Management,
     Inc., disclaims any beneficial ownership in Universal Capital
     Management, Inc.'s 100,000 shares of the Company's Common Stock.


                                                                  8
<PAGE>


     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:

<TABLE>
<CAPTION>
 Name and Address                     Amount and Nature           Percent
of Beneficial Owner                of Beneficial Ownership      of Class(1)
-------------------                -----------------------      -----------
<S>                                <C>                          <C>

William R. Colucci (2)                     300,000                 29.55%
2501 Turk Boulevard
San Francisco, California 94118

All Officers and Directors
as a Group (1 person).                     300,000                 29.55%
---------------------------------------------------------------------------
</TABLE>

  1. Based upon 1,015,000 shares of the Company's Common Stock
     outstanding as of April 30, 2005, the end of the fiscal year
     covered by this report.
  2. Mr. Colucci, an officer of Universal Capital Management,
     Inc., disclaims any beneficial ownership in Universal Capital
     Management, Inc.'s 100,000 shares of the Company's Common Stock.

     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
-----------   ----------------------
(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 year ended April 30, 2005
for professional services rendered by Cogen Sklar, LLP for the
audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-KSB or


                                                                  9
<PAGE>


services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements
for the year ended April 30, 2005 was $6,500.

     The aggregate fees billed for the year ended April 30, 2004
for professional services rendered by De Leon & Company for the
audit of the Company's annual financial statements and review of
financial statements included in the Company's Form 10-KSB or
services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements
for the year ended April 30, 2004 was $3,500.

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

     No fees were billed for the year ended April 30, 2005 for
assurance and related services by Cogen Sklar, 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.

     No fees were billed for the year ended April 30, 2004 for
assurance and related services by De Leon & Company 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 year ended April 30, 2005 for
tax compliance, tax advice, or tax planning by Cogen Sklar, 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.

     No fees were billed for the year ended April 30, 2004 for
tax compliance, tax advice, or tax planning by De Leon & Company
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 year ended April 30, 2005
for products and services provided by Cogen Sklar, LLP other than
the services reported in the Audit Fees, Audit-Related Fees, and
Tax Fees categories above.

     No fees were billed for the fiscal year ended April 30, 2004
for products and services provided by De Leon & Company 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 Cogen Sklar, LLP or De Leon & Company. All the services
performed by Cogen Sklar, LLP and De Leon & Company that are
described above were pre-approved by the Company's audit
committee. None of the hours expended on Cogen Sklar, LLP 's
engagement to audit the Company's financial statements for the
year ended April 30, 2005 or on De Leon & Company's engagement to
audit the Company's financial statements for the year ended April



                                                                  10
<PAGE>


30, 2004 were attributed to work performed by persons other than
Cogen Sklar, LLP's or De Leon & Company's full-time, permanent
employees.


                       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
                  (COGEN SKLAR LLP)

PAGE F-2          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                  FIRM (DELEON & COMPANY, P.A.)

PAGE F-3          BALANCE SHEETS AS OF APRIL 30, 2005 AND 2004

PAGE F-4          STATEMENTS OF OPERATIONS FOR THE YEARS
                  ENDED APRIL 30, 2005 AND 2004 AND FOR THE PERIOD
                  APRIL 15, 1999 (DATE OF INCEPTION) TO APRIL
                  30, 2005

PAGE F-5          STATEMENT OF CHANGES IN STOCKHOLDERS'
                  DEFICIT FOR THE PERIOD APRIL 15, 1999 (DATE OF
                  INCEPTION) TO APRIL 30, 2005

PAGE F-6          STATEMENTS OF CASH FLOWS FOR THE YEARS
                  ENDED APRIL 30, 2005 AND 2004 AND FOR THE PERIOD
                  FROM APRIL 15, 1999 (INCEPTION) TO APRIL 30, 2005

PAGES F-7 - F-9   NOTES TO FINANCIAL STATEMENTS APRIL 30, 2005 AND 2004









                                                                  11
<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 sheet of BF Acquisition
Group V, Inc. (a development stage company) as of April 30, 2005,
and the related statements of operations, changes in
stockholders' equity and cash flows for the year then ended and
for the period April 15, 1999 (date of inception) to April 30,
2005. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these consolidated 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,
2005 reflect no revenues and a net loss of $11,072 of the related
total. 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 audit 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 consolidated 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, based on our audit 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
December 31, 2004 and the results of its operations and cash
flows for the year then ended and for the period April 15, 1999
(date of inception) to April 30, 2005, in conformity with
accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming
that 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 actions 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/ COGEN SKLAR LLP

Bala Cynwyd, Pennsylvania
June 16, 2005


                                                                  F-1
<PAGE>



                  DE LEON & COMPANY, P.A.


       Report of Independent Registered Public Accounting Firm
       -------------------------------------------------------



Board of Directors and Stockholders
BF Acquisition Group V, Inc.

We have audited the accompanying balance sheet of BF Acquisition
Group V, Inc. as of April 30, 2004, and the related statements of
operations, stockholders' deficit, and cash flows for the year
then ended and for the period from April 15, 1999 (inception) to
April 30, 2004. 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.

We conducted our audit 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 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 BF Acquisition Group V, Inc. (a development stage company) as
of April 30, 2004, and the results of its operations and its cash
flows for the year then ended and for the period from April 15,
1999 (inception) to April 30, 2004, in conformity with US
generally accepted accounting principles.

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

/s/ De Leon & Company, P.A.

Pembroke Pines, Florida
June 11, 2004




                                                                  F-2
<PAGE>




                  BF ACQUISITION GROUP V, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                         BALANCE SHEETS
                     APRIL 30, 2005 AND 2004

<TABLE>
<CAPTION>


                                                       2005           2004
                                                     --------       --------
<S>                                                  <C>            <C>
      ASSETS

CURRENT ASSETS
 Cash and cash equivalents                           $       -      $       -
                                                     ---------      ---------
TOTAL ASSETS                                         $       -      $       -
                                                     =========      =========
      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accrued expenses                                    $   3,827      $   5,181
 Affiliates payable                                     10,470              -
 Loans from stockholder                                    450            450
                                                     ---------      ---------

TOTAL CURRENT LIABILITIES                               14,747          5,631
                                                     ---------      ---------
      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 outstanding at
  April 30, 2005, and 815,000 shares outstanding         1,015            815
   Additional paid-in capital                            7,676          4,626
 Deficit accumulated during the development stage      (23,438)       (11,072)
                                                     ---------      ---------
                                                       (14,747)        (5,631)
                                                     ---------      ---------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT          $       -      $       -
                                                     =========      =========

 </TABLE>

         The accompanying notes are an integral part of these
                   financial statements

                                                                  F-3
<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                    STATEMENTS OF OPERATIONS
           FOR THE YEARS ENDED APRIL 30, 2005 AND 2004
 AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO APRIL 30, 2005


<TABLE>
<CAPTION>
                                       Cumulative   Year Ended    Year Ended
                                         Since       April 30,     April 30,
                                       Inception       2005          2004
                                       ----------    ---------     ---------
<S>                                    <C>           <C>           <C>
REVENUE
  Sales                                $       -     $       -     $       -

COSTS AND EXPENSES
  General and administrative              23,438        12,366        (2,143)
                                       ---------     ---------     ---------
      Total costs and expenses            23,438        12,366        (2,143)
                                       ---------     ---------     ---------

(LOSS) INCOME BEFORE INCOME TAXES        (23,438)      (12,366)        2,143
                                       ---------     ---------     ---------

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

NET (LOSS) INCOME                      $ (23,438)    $ (12,366)    $   2,143
                                       =========     =========     =========

BASIC AND DILUTED (LOSS) INCOME                      $  ( 0.01)    $       -
  PER COMMON SHARE                                   =========     =========


BASIC AND DILUTED WEIGHTED AVERAGE
  COMMON SHARES OUTSTANDING                            922,397       815,000
                                                     =========     =========
</TABLE>




         The accompanying notes are an integral part of these
                        financial statements


                                                                  F-4
<PAGE>




                          BF ACQUISITION GROUP V, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
       FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO APRIL 30, 2005


<TABLE>
<CAPTION>
                                                                 Accumulate
                                      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                                   -       -        -         (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
Net loss                                   -       -        -       (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                                   -       -        -       (2,978)       (2,978)
                                    -------- -------  -------    ---------     ---------

Balance, April 30, 2001              815,000     815    4,626       (6,987)       (1,546)
Net loss                                   -       -        -       (3,123)       (3,123)
                                    -------- -------  -------    ---------     ---------

Balance April 30, 2002               815,000     815    4,626      (10,110)       (4,669)
Net loss                                   -       -        -       (3,105)       (3,105)
                                    -------- -------  -------    ---------     ---------

Balance, April 30, 2003              815,000     815    4,626      (13,215)       (7,774)
Net income                                 -       -        -        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            -
Net loss                                   -       -        -      (12,366)      (12,366)
                                    -------- -------  -------    ---------     ---------

Balance, April 30, 2005            1,015,000 $ 1,015  $ 7,676    $ (23,438)    $ (14,747)
                                   ========= =======  =======    =========     =========
</TABLE>


         The accompanying notes are an integral part of these
                        financial statements


                                                                  F-5
<PAGE>


                  BF ACQUISITION GROUP V, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                    STATEMENTS OF CASH FLOWS
             FOR THE YEARS ENDED APRIL 30, 2005 AND 2004
 AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO APRIL 30, 2005


<TABLE>
<CAPTION>


                                                 Cumulative    Year Ended    Year Ended
                                                   Since        April 30,     April 30,
                                                 Inception        2005          2004
                                                 ---------     ---------     ---------
<S>                                              <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net (Loss) Income                               $ (23,438)    $ (12,366)    $   2,143
 Adjustment to reconcile net income to net cash
  flows used in operating activities
Stock used in exchange for services                    441             -             -
   Net changes in:
    Accrued expenses                                 3,827        (1,354)       (2,269)
    Advances due to affiliates                      13,720        13,720             -
                                                 ---------     ---------     ---------

 Net cash used in operating activities              (5,450)            -          (126)
                                                 ---------     ---------     ---------

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                                    -             -          (126)

CASH AND CASH EQUIVALENTS -
 BEGINNING OF PERIOD                                     -             -             -
                                                 ---------     ---------     ---------
CASH AND CASH EQUIVALENTS -
 END OF PERIOD                                   $       -     $       -     $       -
                                                 =========     =========     =========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
 FINANCING

   Affiliate payable converted to common stock   $   3,250     $   3,250     $       -
                                                 =========     =========     =========
</TABLE>




         The accompanying notes are an integral part of these
                       financial statements


                                                                  F-6
<PAGE>




                      BF ACQUISITION GROUP V, INC.
                     NOTES TO FINANCIAL STATEMENTS
                        APRIL 30, 2005 AND 2004

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
BF Acquisition Group V, Inc. (the "Company") is a development
state 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.

Financial Statement Presentation
--------------------------------
The financial statements are presented in accordance with
Statement of Financial Accounting Standard ("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
values 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 tax
assets and liabilities are computed annually for temporary
differences between the financial 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 share were the
same.

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.


                                                                  F-7
<PAGE>


                 BF ACQUISITION GROUP V, INC.
                NOTES TO FINANCIAL STATEMENTS
                   APRIL 30, 2005 AND 2004



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

Recently Issued Accounting Pronouncements
-----------------------------------------
In December 2004, the FASB revised SFAS 123, "Accounting for
Stock-Based Compensation" to require all companies to expense the
fair value of employee stock options.  SFAS 123R is effective for
the first period ending after December 15, 2005 for a small
business issuer. Presently, SFAS 123 is not applicable to the
Company.


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 have 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.


NOTE 3 - INCOME TAXES

There is no provision for income taxes for 2005 and 2004 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, 2005, the Company had net operating
loss carryforwards ("NOL's") approximating $23,000. These
operating losses are available to offset future taxable income
through the 2025. 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, 2005 and 2004. The
Company has established a 100% valuation allowance of
approximately $8,000 at April 30, 2005 for the deferred tax
assets due to the uncertainty of their realization.

NOTE 4 - PAYABLE TO AFFILIATES

BF Acquisition Group IV, Inc., related to the Company by common
shareholders and management personnel, had provided cash advances
for operating expenses of the Company. Currently, such loans are
unsecured and without specified repayment terms.

As described below, the Company, on September 15, 2004, issued
100,000 shares each to one company affiliated through common
ownership, and another formerly affiliated; each 100,000 shares
issued reduced amounts owed of $1,625.


                                                                  F-8
<PAGE>


                    BF ACQUISITION GROUP V, INC.
                   NOTES TO FINANCIAL STATEMENTS
                      APRIL 30, 2005 AND 2004


NOTE 5 - ISSUANCE OF COMMON STOCK

    By unanimous consent of the Company's sole director, the
Company issued 100,000 shares each to one company affiliated
through common ownership, and another formerly affiliated in
exchange of liabilities due to this affiliate and former
affiliate of $1,625 each. Accordingly, $3,250 of affiliate
payables were converted to 200,000 shares of the Company's
common stock.












































                                                                  F-9
<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 Colucci
   -----------------------------------
        William Colucci, President

Dated: July 7, 2005


      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 Colucci
   -----------------------------------
      William Colucci, President,
      Treasurer, director

Dated: July 7, 2005



















                                                                  12
<PAGE>