U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

For the quarterly period ended October 31, 2004.

[ ]  TRANSITION REPORT UNDER 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.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

                                     Florida
 -------------------------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

                                   65-0913588
 -------------------------------------------------------------------------------
                        (IRS Employer Identification No.)

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

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

 -------------------------------------------------------------------------------
              (Former name, former address, and former fiscal year,
                         if changed since last report)

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: As of December 14, 2004,
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>

                          BF ACQUISITION GROUP V, INC.

                                Form 10-QSB Index
                                October 31, 2004
<TABLE>
<CAPTION>

                                                                                 Page
<S>                                                                              <C>

Part I: Financial Information...................................................   3

         Item 1. Financial Statements ..........................................   3

                  Balance Sheet as of October 31, 2004 (Unaudited)..............   3

                  Statements of Operations For the Three
                  And Six Months Ended October 31, 2004 and 2003 and
                  Period from Inception (April 15, 1999)
                  Through July 31, 2004  (Unaudited)............................   4

                  Statement of Changes in Stockholders' Deficit for the
                  Period April 15, 1999 (Date of Inception) to
                  October 31, 2004 (Unaudited)..................................   5

                  Statement Of Cash Flows For the Three And Six Months Ended
                  October 31, 2004 and 2003 and Period from Inception (April 15,
                  1999) Through July 31, 2004
                  (Unaudited)...................................................   6

                  Notes To Financial Statements (Unaudited) ....................   7

         Item 2. Management's Plan of Operation ................................   9

         Item 3. Controls and Procedures........................................  10

Part II:   Other Information ...................................................  10

         Item 1. Legal Proceedings .............................................  10

         Item 2. Unregistered Sales of Equity Securities and Use of Proceeds....  10

         Item 3. Defaults Upon Senior Securities ...............................  10

         Item 4. Submission of Matters to a Vote of Security Holders ...........  10

         Item 5. Other Information .............................................  10

         Item 6. Exhibits.......................................................  10

Signatures .....................................................................  12

</TABLE>


                                      -2-
<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                          BF ACQUISITION GROUP V, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                BALANCE SHEET(S)
                                October 31, 2004
<TABLE>
<CAPTION>

                                                                        October 31,   April 30,
                                                                            2004        2004
                                                                          --------    --------
<S>                                                                       <C>         <C>
                                     ASSETS
Current Assets:
      Cash and cash equivalents                                           $   --      $   --
                                                                          --------    --------
                Total Current Assets                                          --          --
                                                                          --------    --------

      Total Assets                                                        $   --      $   --
                                                                          ========    ========

                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
      Accrued expenses                                                    $  1,931    $  5,181
      Payables - affiliates                                                  6,350        --
      Loans from shareholders                                                  450         450
                                                                          --------    --------
                Total Current Liabilities                                    8,731       5,631
                                                                          --------    --------


Stockholders' Equity
      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 October 31, 2004,
           and 815,000 shares issued and outstanding at April 30, 2004       1,015         815
      Additional paid-in capital                                             7,676       4,626
      Deficit accumulated during the development stage                     (17,422)    (11,072)
                                                                          --------    --------
                                                                            (8,731)     (5,631)
                                                                          --------    --------

      Total Liabilities and Stockholders' Equity                          $   --      $   --
                                                                          ========    ========

</TABLE>


                                      -3-
<PAGE>

                          BF ACQUISITION GROUP V, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
          FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003
      AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION TO OCTOBER 31, 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                 Three Months Three Months  Six Months    Six Months
                                     Cumulative      Ended        Ended        Ended        Ended
                                        Since     October 31,  October 31,  October 31,  October 31,
                                      Inception       2004         2003         2004         2003
                                      ---------    ---------    ---------    ---------    ---------
<S>                                   <C>          <C>          <C>          <C>          <C>
REVENUES
      Revenues                        $    --      $    --      $    --      $    --      $    --

COSTS AND EXPENSES
      General and administrative         17,422        3,925          598        6,350        1,194
                                      ---------    ---------    ---------    ---------    ---------
           Total costs and expenses      17,422        3,925          598        6,350        1,194
                                      ---------    ---------    ---------    ---------    ---------

LOSS BEFORE INCOME TAX BENEFIT          (17,422)      (3,925)        (598)      (6,350)      (1,194)

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

NET LOSS                              $ (17,422)   $  (3,925)   $    (598)   $  (6,350)   $  (1,194)
                                      =========    =========    =========    =========    =========

BASIC AND DILUTED WEIGHTED AVERAGE
      COMMON SHARES OUTSTANDING                      847,609      815,000      831,393      815,000
                                                   =========    =========    =========    =========

BASIC AND DILUTED NET LOSS PER
      COMMON SHARE                                 $   (0.00)   $   (0.00)   $   (0.01)   $   (0.00)
                                                   =========    =========    =========    =========
</TABLE>

                                      -4-
<PAGE>
                          BF ACQUISITION GROUP V, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
      FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO OCTOBER 31, 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                            Deficit
                                                                      Common Stock                        Accumulated
                                                                 -----------------------     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)

Issuance of shares of common stock against affiliate payable       200,000           200         3,050          --            3,250
Net loss for the six months ended October 31, 2004                    --            --            --          (6,350)        (6,350)
                                                                 ---------     ---------     ---------     ---------      ---------

Balance, October 31, 2004                                        1,015,000     $   1,015     $   7,676     $ (17,422)     $  (8,731)
                                                                 =========     =========     =========     =========      =========
</TABLE>

                                      -5-
<PAGE>


               FOR THE SIX MONTHS ENDED OCTOBER 31, 2004 AND 2003
      AND THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO OCTOBER 31, 2004
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                            Six Months    Six Months
                                                              Cumulative      Ended         Ended
                                                                Since       October 31,   October 31,
                                                              Inception        2004          2003
                                                              ---------      --------      --------
<S>                                                            <C>           <C>           <C>
Cash Flows From Operating Activities
       Net Income                                              $(17,422)     $ (6,350)     $ (1,194)
       Adjustments to reconcile net loss to net cash flows
             used by operating activities
                   Stock issued in exchange for services            441          --            --
                   Net changes in:
                         Accrued expenses                         1,931        (3,250)        1,100
                         Advances due to affiliates               9,600         9,600          --
                                                               --------      --------      --------
Net cash used by operating activities                            (5,450)         --             (94)
                                                               --------      --------      --------

Cash Flows From Financing Activities
       Proceeds from issuance of common stock                     5,000          --            --
       Loans from related parties                                   450          --            --
                                                               --------      --------      --------
Net cash provided by financing activities                         5,450          --            --
                                                               --------      --------      --------

Net Increase (Decrease) in Cash                                    --            --             (94)

Cash, Beginning of Period                                          --            --             126
                                                               --------      --------      --------

Cash, End of Period                                            $   --        $   --        $     32
                                                               ========      ========      ========

Supplemental Disclosure of Non-Cash Financing
       200,000 shares of common stock issued in exchange
         for repayment towards affiliate payable
             Common stock                                      $    200      $    200      $   --
             Additional paid-in capital                           3,050         3,050          --
                                                               --------      --------      --------
             Due to affiliate repayment                        $ (3,250)     $ (3,250)     $   --
                                                               ========      ========      ========
</TABLE>


                                      -6-
<PAGE>

                          BF ACQUISITION GROUP V, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      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 PRESENTATIONS
          The accompanying unaudited condensed financial statements have been
      prepared by BF Acquisition Group V, Inc. (the Company). These statements
      include all adjustments (consisting only of normal recurring adjustments)
      which management believes necessary for a fair presentation of the
      statements and have been prepared on a consistent basis using the
      accounting policies described in the summary of Accounting Policies
      included in the Company's April 30, 2004 Annual Report on Form 10-KSB.
      Certain financial information and footnote disclosures normally included
      in the financial statements prepared in accordance with U.S. generally
      accepted accounting principles have been condensed or omitted pursuant to
      such rules and regulations, although the Company believes that the
      accompanying disclosures are adequate to make the information presented
      not misleading. The Notes to Financial Statements in the April 30, 2004
      Annual Report on Form 10-KSB should be read in conjunction with the
      accompanying interim financial statements. Operating results for the six
      months ended October 31, 2004 are not necessarily indicative of the
      results that may be expected for the year ending April 30, 2005.

      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.

      RECLASSIFICATIONS
          Certain reclassifications have been made to the prior period financial
      statements to conform to the presentation in the current period's
      financial statements.


NOTE 2 - REALIZATION OF ASSETS

         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. This condition raises
      substantial doubt about the Company's ability to continue as a going
      concern. The financial statements do not include any adjustments that
      might result from the outcome of this uncertainty.


                                      -7-
<PAGE>


                          BF ACQUISITION GROUP V, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)



NOTE 3 - 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 redemption date.

         As described below, the Company issued 100,000 shares each to two
      affiliated companies through common ownership; each 100,000 shares issued
      reduced amounts owed of $1,625.


NOTE 4 - ISSUANCE OF COMMON STOCK

         By unanimous consent of the Company's sole director, the Company issued
      100,000 shares each to two companies affiliated by common ownership in
      exchange of liabilities due to these affiliates of $1,625 each.
      Accordingly, 200,000 of $0.001 par value common shares were issued as
      follows:

         Common stock                       $     200
         Additional paid-in capital         $   3,050
                                            ----------

         Reduction to due to affiliate      $   3,250
                                            ==========



                                      -8-
<PAGE>


ITEM 2.  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 Quarterly Report on Form 10-QSB.

         The following is qualified by reference to, and should be read in
conjunction with our financial statements ("FINANCIAL STATEMENTS"), and the
notes thereto, included elsewhere in this Form 10-QSB, 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 are currently re-establishing
our business plan and 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 recently obtained $6,275 in
affiliate loans to meet some of our current capital requirements, but we cannot
assure you that we can obtain additional loans for any amount in the future. On
September 15, 2004, we converted $3,250 of such loans to 200,000 shares of our
common stock. Our independent auditors have indicated, in their audit opinion
for the year ended April 30, 2004 and April 30, 2003, 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 October 31, 2004
interim financial statements.



                                      -9-
<PAGE>


ITEM 3.  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.


                                     PART II
                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         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 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable

ITEM 5.  OTHER INFORMATION

         Not Applicable

ITEM 6.  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.



                                      -10-
<PAGE>



     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.




                                      -11-
<PAGE>


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

BF ACQUISITION GROUP V, INC.

Registrant

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

Dated: December 14, 2004

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

Dated: December 14, 2004

By: /s/ William Colucci
    ------------------------------
      William Colucci, Treasurer

Dated: December 14, 2004


                                      -12-