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, 2005.

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

For the transition period from ________

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
-----------------------------------------------------------------
             (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)

     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 ___

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

              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 9, 2005, 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, 2005

                                                                        Page

Part I: Financial Information............................................2

    Item  1. Financial Statements........................................2

          Balance Sheets as of October 31, 2005
          And April 30, 2005 (Unaudited) ................................3

          Statements of Changes in Stockholders' Deficit for the
          Period April 15, 1999 (Date of Inception) to
          October 31, 2005 (Unaudited)...................................3

          Statements of Operations For the Three
          And Six Months Ended October 31, 2005 and 2004 and
          For the Period April 15, 1999 (Date of Inception) to
          October 31, 2005  (Unaudited)..................................4

          Statements Of Cash Flows For the Six Months
          Ended October 31, 2005 and 2004 and the
          Period April 15, 1999 (Date of Inception) to
          October 31, 2005  (Unaudited)..................................5

          Notes To Financial Statements (Unaudited)......................6

    Item 2. Management's Plan of Operation...............................7

    Item 3. Controls and Procedures......................................8

Part II: Other Information...............................................9

    Item 1. Legal Proceedings............................................9

    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..9

    Item 3. Defaults Upon Senior Securities..............................9

    Item 4. Submission of Matters to a Vote of Security Holders..........9

    Item 5. Other Information............................................9

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

Signatures..............................................................10


                                  1
<PAGE>


                             PART I
                      FINANCIAL INFORMATION

Item 1.  Financial Statements


                                  2
<PAGE>



                    BF ACQUISITION GROUP V, INC.
                    (A DEVELOPMENT STAGE COMPANY)
                           BALANCE SHEETS
                 OCTOBER 31, 2005 AND APRIL 30, 2005
<TABLE>
<CAPTION>



                                                      Oct 31, 05      Apr 30, 05
                                                      -----------    -----------
                                                      (Unaudited)     (Audited)
<S>                                                   <C>            <C>
ASSETS
  Current Assets:
    Cash and cash equivalents                         $         -    $         -
                                                      -----------    -----------
      Total Current Assets                                      -              -
                                                      -----------    -----------

TOTAL ASSETS                                          $         -    $         -
                                                      ===========    ===========

LIABILITIES & STOCKHOLDERS' DEFICIT

  Current Liabilities
    Accrued expenses                                  $     2,631    $     3,827
    Affiliates payable                                     19,427         10,470
    Loans from stockholders                                   450            450
                                                      -----------    -----------

    Total Current Liabilities                              22,508         14,747
                                                      -----------    -----------
  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 October 31, 2005 and
      April 30, 2005                                        1,015          1,015
    Additional paid-in capital                              7,676          7,676
    Deficit accumulated during the development stage      (31,199)       (23,438)
                                                      -----------    -----------
                                                          (22,508)       (14,747)
                                                      -----------    -----------

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

        (See accompanying notes to financial statements)


                                  3
<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, 2005
                              (UNAUDITED)
<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
   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             -         3,250
Net loss                                                                   (12,366)      (12,366)
                                        --------  -------  ---------   ------------     --------

Balance, April 30, 2005 (Audited)      1,015,000    1,015      7,676       (23,438)      (14,747)

Net loss for the six months ended
   October 31, 2005                                                         (7,761)       (7,761)
                                        --------  -------  ---------   ------------     --------

Balance, October 31, 2005 (Unaudited)  1,015,000  $ 1,015   $  7,676     $ (31,199)   $  (22,508)
                                       =========  =======  =========   ============   ==========
</TABLE>



        (See accompanying notes to financial statements)


                                  4
<PAGE>


                  BF ACQUISITION GROUP V, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                     STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION) TO OCTOBER 31, 2005
                           (UNAUDITED)

<TABLE>
<CAPTION>

                                        Cumulative    Three Months    Three Months        Six Months        Six Months
                                          Since         Ended             Ended             Ended             Ended
                                        Inception  October 31, 2005  October 31, 2004  October 31, 2005  October 31, 2004
                                       ----------  ----------------  ----------------  ----------------  ----------------
<S>                                    <C>          <C>               <C>               <C>                <C>
REVENUES
  Revenues                             $        -   $            -    $          -      $         -        $         -
COSTS AND EXPENSES
  General and administrative              (31,199)           2,255           3,925            7,761              6,350
                                       -----------  --------------    -------------     ------------       -----------

    Total costs and expenses              (31,199)           2,255           3,925            7,761              6,350
                                       -----------  --------------    -------------     ------------       -----------

LOSS BEFORE INCOME TAXES                  (31,199)          (2,255)         (3,925)          (7,761)            (6,350)

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

NET LOSS                               $  (31,199)  $       (2,255)   $     (3,925)     $    (7,761)       $    (6,350)
                                       ===========  ==============    ==============    ============       ===========
BASIC AND DILUTED WEIGHTED AVERAGE
  COMMON SHARES OUTSTANDING                              1,015,000          847,609       1,015,000            831,393
                                                    ==============    ==============    ============       ===========
BASIC AND DILUTED NET (LOSS) INCOME
  PER COMMON SHARE                                  $        (0.00)   $       (0.00)   $      (0.01)       $     (0.01)
                                                    ==============    ==============    ============       ===========

</TABLE>

        (See accompanying notes to financial statements)

                                  5
<PAGE>



                  BF ACQUISITION GROUP V, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                     STATEMENT OF CASH FLOWS
       FOR THE SIX MONTHS ENDED OCTOBER 31, 2005 AND 2004
 AND FOR THE PERIOD APRIL 15, 1999 (DATE OF INCEPTION TO OCTOBER
                            31, 2005
                           (UNAUDITED)

<TABLE>
<CAPTION>

                                                       Cumulative     Six Months      Six Months
                                                         Since           Ended           Ended
                                                       Inception  October 31, 2005  October 31, 2004
                                                       ---------  ----------------  ----------------
<S>                                                    <C>        <C>               <C>
Cash Flows From Operating Activities
  Net Loss                                               (31,199)         (7,761)           (6,350)
  Adjustments to reconcile net loss to net cash
    flows used by operating activities
  Stock issued in exchange for services                      441               -                 -
  Net changes in:
    Increase in prepaid expenses                               -               -                 -
    Increase/ (decrease) in accrued expenses               2,631          (1,196)           (3,250)
    Increase in advances due to affiliates                22,677           8,957             9,600
                                                       ---------  ----------------  ----------------
Net cash used by operating activites                      (5,450)              -                 -
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                                -               -                 -

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

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

        (See accompanying notes to financial statements)


                                  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 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, 2005 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, 2005 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, 2005 are not necessarily indicative of the results
   that may be expected for the year ending April 30, 2006.

   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 - 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.

NOTE 3 - PAYABLE TO AFFILIATES

   Universal Capital Management, 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.

NOTE 4 - 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.


                                  7
<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 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.


                                  8
<PAGE>


     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 $19,877 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,  2005 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,
2005 interim financial statements.

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

     Not Applicable

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


                                  9
<PAGE>


Item 6.  Exhibits

(a) 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.

                           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 15, 2005

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

Dated: December 15, 2005

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

Dated: December 15, 2005


                                  10
<PAGE>