U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                                   (Mark One)

                   |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2005

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

         For the transition period from ______________ to ______________

                        Commission File Number 000-51566

             ------------------------------------------------------

                             Beaconsfield III, Inc.

             (Exact name of registrant as specified in its charter)

             ------------------------------------------------------

           Delaware                                              34-2033196
           --------                                              ----------
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

     497 Delaware Avenue
         Buffalo, NY                                               14202
         -----------                                               -----
(Address of principal executive offices)                         (zip code)

               Registrant's telephone number, including area code:
                                 (716) 882-2157

             ------------------------------------------------------

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

                                      None.

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

                    Common Stock, $0.0001 par value per share
                    -----------------------------------------
                                (Title of Class)


<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange  Act during the  preceding 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  whether  the issuer is a shell  company  (as defined in Rule 12b-2 of the
Exchange Act). Yes |X| No |_|.

Indicate  by check  mark if there  is no  disclosure  of  delinquent  filers  in
response to Item 405 of Regulation S-K  (ss.229.405  of this chapter)  contained
herein,  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. |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes |_| No |X|.

The Company's revenues for fiscal year ended December 31, 2005 were $0.

As of March 28, 2006, there were 10,150,000 shares of common stock  outstanding,
none of which were held by non-affiliates.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

                           FORWARD-LOOKING STATEMENTS

Certain   statements   made  in  this   Annual   Report  on  Form   10-KSB   are
"forward-looking  statements"  (within  the  meaning of the  Private  Securities
Litigation  Reform Act of 1995) regarding the plans and objectives of management
for  future  operations.  Such  statements  involve  known  and  unknown  risks,
uncertainties  and other factors that may cause actual  results,  performance or
achievements  of  Beaconsfield  III,  Inc.  (the  "Company")  to  be  materially
different  from any future  results,  performance or  achievements  expressed or
implied  by such  forward-looking  statements.  The  forward-looking  statements
included herein are based on current  expectations  that involve  numerous risks
and  uncertainties.  The Company's  plans and objectives are based,  in part, on
assumptions involving the continued expansion of business.  Assumptions relating
to the foregoing involve  judgments with respect to, among other things,  future
economic,  competitive and market conditions and future business decisions,  all
of which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes its assumptions
underlying the forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,   therefore,   there  can  be  no  assurance  the
forward-looking statements included in this Report will prove to be accurate. In
light  of  the  significant   uncertainties   inherent  in  the  forward-looking
statements  included  herein,  the inclusion of such  information  should not be
regarded  as a  representation  by the  Company  or any  other  person  that the
objectives and plans of the Company will be achieved.


                                       2
<PAGE>

                                     PART I

Item 1. Business.

Introduction

      Beaconsfield  III,  Inc.  ("we",   "our",   "us",  the  "Company"  or  the
"Registrant") was incorporated in the State of Delaware on November 29, 2004 and
maintains  principal offices at 497 Delaware Avenue,  Buffalo,  NY 14202.  Since
inception,  the Company has been engaged in organizational efforts and obtaining
initial  financing.  The  Company  was  formed as a vehicle to pursue a business
combination and since the  effectiveness of its  registration  statement on Form
10-SB/A, has begun efforts in consummating a business combination.

      The Company,  based on proposed  business  activities,  is a "blank check"
company.  The  Securities  and Exchange  Commission  (the "SEC")  defines  those
companies  as "any  development  stage  company  that is issuing a penny  stock,
within the  meaning of Section 3 (a)(51) of the  Exchange  Act,  and that has no
specific business plan or purpose, or has indicated that its business plan is to
merge with an  unidentified  company or  companies."  Many states  have  enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their  respective  jurisdictions.  The Company,  as defined in Rule
12b-2 under the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), also is a "shell company," defined as a company with no or nominal assets
(other than cash) and no or nominal  operations.  Management  does not intend to
undertake  any  efforts to cause a market to develop in our  securities,  either
debt or equity, until we have successfully concluded a business combination. The
Company  intends  to comply  with the  periodic  reporting  requirements  of the
Exchange Act for so long as we are subject to those requirements.

      The  Company  was  organized  as a vehicle  to  investigate  and,  if such
investigation  warrants,  acquire  a target  company  or  business  seeking  the
perceived  advantages  of  being a  publicly  held  corporation.  The  Company's
principal business objective for the next 12 months and beyond such time will be
to achieve  long-term growth  potential  through a combination with an operating
business.

Competition

      Our  primary  goal is the  acquisition  of a target  company  or  business
seeking the  perceived  advantages  of being a publicly  held  corporation.  The
Company  faces  vast  competition  from  other  shell  companies  with  the same
objectives.  The Company is in a highly competitive market for a small number of
business  opportunities  which could reduce the  likelihood  of  consummating  a
successful business combination. A large number of established and well-financed
entities, including small public companies and venture capital firms, are active
in mergers and acquisitions of companies that may be desirable target candidates
for  us.  Nearly  all  these  entities  have  significantly   greater  financial
resources,   technical  expertise  and  managerial   capabilities  than  we  do;
consequently,  we will be at a competitive  disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive   factors  may  reduce  the  likelihood  of  our   identifying   and
consummating a successful business combination.


                                       3
<PAGE>

Employees

      Other than Andrew  Gertler and Joseph  Galda,  our  officers,  the Company
currently  has  no  employees.   Neither  of  our  officers  receives  any  cash
compensation, and each provides services on an as-needed basis.

RISK FACTORS

      The information in this Form 10-KSB contains  forward-looking  statements.
These  statements  relate to future events or future financial  performance.  In
some cases,  forward-looking statements can be identified by terminology such as
"may," "will,"  "should,"  "could,"  "expects,"  "hopes,"  "believes,"  "plans,"
"anticipates,"  "estimates,"  "predicts,"  "potential,"  or  "continue"  or  the
negative of such terms and other  comparable  terminology.  These statements are
only predictions.  In evaluating these statements,  readers should  specifically
consider various factors,  including the risks outlined below. These factors may
cause the Company's actual results to differ materially from any forward-looking
statement.

There may be conflicts of interest between our management and our non-management
stockholders.

      Conflicts  of  interest  create  the  risk  that  management  may  have an
incentive to act  adversely to the interests of other  investors.  A conflict of
interest may arise between our management's  personal pecuniary interest and its
fiduciary duty to our  stockholders.  Further,  our  management's  own pecuniary
interest may at some point compromise its fiduciary duty to our stockholders. In
addition,  our officers and directors  are  currently  involved with other blank
check companies and conflicts in the pursuit of business  combinations with such
other blank check  companies with which they and other members of our management
are, and may be the future be,  affiliated  with may arise.  If we and the other
blank check companies that our officers and directors are affiliated with desire
to take  advantage of the same  opportunity,  then those  officers and directors
that are  affiliated  with both  companies  would  abstain  from voting upon the
opportunity.

Our business is difficult to evaluate because we have no operating history.

      As the  Company  has no  operating  history  or revenue  and only  minimal
assets,  there is a risk that we will be unable to continue  as a going  concern
and consummate a business  combination.  The Company has had no recent operating
history nor any revenues or earnings from operations since inception. We have no
significant assets or financial resources.  We will, in all likelihood,  sustain
operating  expenses  without   corresponding   revenues,   at  least  until  the
consummation of a business  combination.  This may result in our incurring a net
operating  loss  that  will  increase  continuously  until we can  consummate  a
business  combination with a profitable business  opportunity.  We cannot assure
you that we can  identify a  suitable  business  opportunity  and  consummate  a
business combination.

There  is  competition  for  those  private  companies  suitable  for  a  merger
transaction of the type contemplated by management.

      We are in a highly  competitive  market  for a small  number  of  business
opportunities  which could reduce the  likelihood of  consummating  a successful
business combination. We will be an insignificant participant in the business of
seeking mergers with,  joint ventures with and acquisitions of small private and
public  entities.  A large number of  established  and  well-financed  entities,
including  small  public  companies  and venture  capital  firms,  are active in
mergers and  acquisitions of companies that may be desirable  target  candidates
for  us.  Nearly  all  these  entities  have  significantly   greater  financial
resources,   technical  expertise  and  managerial   capabilities  than  we  do;
consequently,  we will be at a competitive  disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive   factors  may  reduce  the  likelihood  of  our   identifying   and
consummating a successful business combination.


                                       4
<PAGE>

Future  success is highly  dependent on the ability of  management to locate and
attract a suitable acquisition.

      The  nature  of our  operations  is  highly  speculative  and  there  is a
consequent risk of loss of your investment. The success of our plan of operation
will  depend  to a great  extent  on the  operations,  financial  condition  and
management of an identified business  opportunity.  We cannot assure you that we
will be successful in locating candidates with established  operating histories.
In the event we complete a business  combination  with a privately held company,
the success of our operations may be dependent upon  management of the successor
firm or venture partner firm and numerous other factors beyond our control.

Management intends to devote only a limited amount of time to seeking a target
company which may adversely impact 7our ability to identify a suitable
acquisition candidate and consummate a business combination.

      While seeking a business combination,  management  anticipates devoting no
more than a few hours per week to the Company's  affairs.  Our officers have not
entered into written employment agreements with us and are not expected to do so
in the  foreseeable  future.  This limited  commitment may adversely  impact our
ability to identify and consummate a successful business combination.

The time and cost of  preparing a private  company to become a public  reporting
company  may  preclude  us from  entering  into and  consummating  a  merger  or
acquisition with the most attractive private companies.

      Target  companies that fail to comply with SEC reporting  requirements may
delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require
reporting   companies  to  provide   certain   information   about   significant
acquisitions, including certified financial statements for the company acquired,
covering  one,  two,  or three  years,  depending  on the  relative  size of the
acquisition.  The time and additional  costs that may be incurred by some target
entities to prepare these  statements  may  significantly  delay or  essentially
preclude   consummation  of  an  acquisition.   Otherwise  suitable  acquisition
prospects  that  do not  have or are  unable  to  obtain  the  required  audited
statements  may be  inappropriate  for  acquisition  so  long  as the  reporting
requirements of the Exchange Act are applicable.

The  Company  may be  subject  to  further  government  regulation  which  would
adversely affect our operations.

      Although  we will be  subject  to the  reporting  requirements  under  the
Exchange Act, management believes we will not be subject to regulation under the
Investment Company Act of 1940, as amended (the "Investment Company Act"), since
we will not be engaged in the business of investing or trading in securities. If
we  engage  in  business  combinations  which  result  in  our  holding  passive
investment interests in a number of entities,  we could be subject to regulation
under the Investment  Company Act. If so, we would be required to register as an
investment  company and could be expected to incur significant  registration and
compliance costs. We have obtained no formal  determination  from the Securities
and Exchange  Commission as to our status under the Investment  Company Act and,
consequently,  violation  of the  Investment  Company  Act could  subject  us to
material adverse consequences.


                                       5
<PAGE>

Any  potential  acquisition  or merger with a foreign  company may subject us to
additional risks.

      If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business  operations  outside of the United States.
These risks include, for example,  currency  fluctuations,  regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related to
shipment  of raw  materials  and  finished  goods  across  national  borders and
cultural and language  differences.  Foreign  economies may differ  favorably or
unfavorably from the United States economy in growth of gross national  product,
rate of inflation, market development,  rate of savings, and capital investment,
resource  self-sufficiency  and  balance  of  payments  positions,  and in other
respects.

There is currently no trading market for our common stock.

      Outstanding shares of our common stock cannot be offered, sold, pledged or
otherwise transferred unless subsequently registered pursuant to, or exempt from
registration  under,  the  Securities  Act of 1933, as amended (the  "Securities
Act") and any other applicable  federal or state securities laws or regulations.
These restrictions will limit the ability of our stockholders to liquidate their
investment.  Further,  shares  of our  common  stock  cannot  be sold  under the
exemptions from  registration  provided by Rule 144 under or Section 4(1) of the
Securities  Act, in accordance  with the letter from Richard K. Wulff,  Chief of
the Office of Small Business Policy of the Securities and Exchange  Commission's
Division of Corporation  Finance,  to Ken Worm of NASD  Regulation,  Inc., dated
January 21, 2000.

Our business will have no revenues  unless and until we merge with or acquire an
operating business.

      We  are a  development  stage  company  and  have  had  no  revenues  from
operations.  We may not realize any  revenues  unless and until we  successfully
merge with or acquire an operating business.

The Company intends to issue more shares in a merger or acquisition,  which will
result in substantial dilution.

      Our certificate of  incorporation  authorizes the issuance of a maximum of
75,000,000 shares of common stock and a maximum of 5,000,000 shares of preferred
stock.  Any merger or  acquisition  effected by us may result in the issuance of
additional securities without stockholder approval and may result in substantial
dilution  in the  percentage  of our  common  stock  held by our  then  existing
stockholders.   Moreover,  the  common  stock  issued  in  any  such  merger  or
acquisition  transaction may be valued on an arbitrary or non-arm's-length basis
by our  management,  resulting in an additional  reduction in the  percentage of
common stock held by our then existing stockholders.  Our Board of Directors has
the power to issue any or all of such  authorized  but unissued  shares  without
stockholder  approval.  To the extent that additional  shares of common stock or
preferred  stock  are  issued  in  connection  with a  business  combination  or
otherwise,  dilution to the  interests  of our  stockholders  will occur and the
rights of the holders of common stock might be materially adversely affected.


                                       6
<PAGE>

Our  stockholders may engage in a transaction to cause the Company to repurchase
their shares of common stock.

      In order to provide an  interest  in the  Company  to a third  party,  our
stockholders may choose to cause the Company to sell Company securities to third
parties,  with the  proceeds  of such sale  being  utilized  by the  Company  to
repurchase shares of common stock held by the stockholders.  As a result of such
transaction,  our management,  principal stockholders and Board of Directors may
change.

The Company has  conducted  no market  research  or  identification  of business
opportunities, which may affect our ability to identify a business to merge with
or acquire.

      The Company has neither  conducted  nor have others made  available  to us
results  of  market  research  concerning  prospective  business  opportunities.
Therefore,  we have no  assurances  that  market  demand  exists for a merger or
acquisition  as  contemplated  by us. It may be  expected  that any such  target
business or  transaction  will  present  such a level of risk that  conventional
private or public  offerings of securities or  conventional  bank financing will
not be  available.  There  is no  assurance  that we will be able to  acquire  a
business  opportunity on terms  favorable to us.  Decisions as to which business
opportunity to participate in will be unilaterally made by our management, which
may act without the consent, vote or approval of our stockholders.

Because  we may seek to  complete  a  business  combination  through a  "reverse
merger",  following  such a  transaction  we may  not be  able  to  attract  the
attention of major brokerage firms.

      Additional  risks may exist since we will assist a privately held business
to become  public  through a  "reverse  merger."  Securities  analysts  of major
brokerage  firms may not  provide  coverage  of our  Company  since  there is no
incentive to brokerage  firms to recommend the purchase of our common stock.  No
assurance can be given that  brokerage  firms will want to conduct any secondary
offerings on behalf of our post-merger company in the future.

We cannot  assure you that  following a business  combination  with an operating
business,  our  common  stock  will be listed on NASDAQ or any other  securities
exchange.

      Following  a business  combination,  we may seek the listing of our common
stock on NASDAQ or the American Stock  Exchange.  However,  we cannot assure you
that following such a transaction,  we will be able to meet the initial  listing
standards  of either of those or any other  stock  exchange,  or that we will be
able to  maintain a listing of our common  stock on either of those or any other
stock exchange. After completing a business combination,  until our common stock
is listed on the NASDAQ or another  stock  exchange,  we expect  that our common
stock  would  be  eligible  to  trade  on  the  OTC  Bulletin   Board,   another
over-the-counter   quotation   system,  or  on  the  "pink  sheets,"  where  our
stockholders  may find it more difficult to dispose of shares or obtain accurate
quotations as to the market value of our common stock. In addition,  we would be
subject to an SEC rule that, if it failed to meet the criteria set forth in such
rule,   imposes  various  practice   requirements  on  broker-dealers  who  sell
securities governed by the rule to persons other than established  customers and
accredited  investors.  Consequently,  such rule may deter  broker-dealers  from
recommending  or  selling  our  common  stock,  which  may  further  affect  its
liquidity.  This would also make it more  difficult  for us to raise  additional
capital following a business combination.


                                       7
<PAGE>

There is no public market for our common stock,  nor have we ever paid dividends
on our common stock.

      There  is no  public  trading  market  for our  common  stock  and none is
expected  to  develop in the  foreseeable  future  unless and until the  Company
completes a business  combination  with an operating  business and such business
files a registration statement under the Securities Act.  Additionally,  we have
never paid dividends on our common stock and do not presently  intend to pay any
dividends in the foreseeable  future. We anticipate that any funds available for
payment of  dividends  will be  re-invested  into the  Company  to  further  its
business strategy.

Authorization of Preferred Stock.

      Our  Certificate  of  Incorporation  authorizes  the  issuance  of  up  to
5,000,000  shares of preferred stock with  designations,  rights and preferences
determined from time to time by its Board of Directors.  Accordingly,  our Board
of Directors is empowered,  without  stockholder  approval,  to issue  preferred
stock with  dividend,  liquidation,  conversion,  voting,  or other rights which
could  adversely  affect the voting  power or other rights of the holders of the
common stock.  In the event of issuance,  the preferred stock could be utilized,
under certain circumstances, as a method of discouraging, delaying or preventing
a change in control of the  Company.  Although we have no present  intention  to
issue any shares of its authorized  preferred  stock,  there can be no assurance
that the Company will not do so in the future.

Item 2. Property.

      The Company  neither rents nor owns any properties.  The Company  utilizes
the office space and equipment of one of its stockholders at no cost. Management
estimates  such amounts to be  immaterial.  The Company  currently has no policy
with respect to investments or interests in real estate,  real estate  mortgages
or securities  of, or interests  in,  persons  primarily  engaged in real estate
activities.

Item 3. Legal Proceedings.

      The Company is not party to any legal  proceedings  nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result in
any legal proceedings.

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

      None.


                                       8
<PAGE>

                                     PART II

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

Common Stock

      The Company is authorized by its Certificate of  Incorporation to issue an
aggregate of 80,000,000  shares of capital stock, of which 75,000,000 are shares
of common stock, par value $.0001 per share (the "Common Stock"). As of the date
hereof, 10,150,000 shares of Common Stock are issued and outstanding,  and there
are 13 holders of record of the Common Stock.

      The Common Stock is not listed on a publicly-traded market.

Preferred Stock

      Our  Certificate  of  Incorporation  authorizes  the  issuance  of  up  to
5,000,000  shares of preferred stock, par value $.0001 per share (the "Preferred
Stock"). The Company has not yet issued any of its preferred stock.

Dividend Policy

      The Company  has not  declared  or paid any cash  dividends  on its common
stock and does not intend to declare or pay any cash dividend in the foreseeable
future. The payment of dividends,  if any, is within the discretion of the Board
of  Directors  and will depend on the  Company's  earnings,  if any, its capital
requirements  and  financial  condition  and such other  factors as the Board of
Directors may consider.

Recent Sales of Unregistered Securities

      The Registrant issued 150,000 shares of Common Stock on December 15, 2004,
to Andrew Gertler,  Joseph Galda and Eric Boyd for cash consideration of $0.0001
per share for an aggregate  investment of $15. The Registrant  issued 10,000,000
shares on December 15, 2004, to ten individuals for cash consideration of $0.005
per share for an aggregate  consideration of $50,000.  The Registrant sold these
shares of Common Stock under the exemption from registration provided by Section
4(2) of the Securities Act. No securities have been issued for services.

      All  purchasers  represented  in writing that they acquired the securities
for their own account. A legend was placed on the stock certificate stating that
the securities have not been  registered  under the Securities Act and cannot be
sold or otherwise transferred without an effective  registration or an exemption
therefrom,  but may not be sold pursuant to the  exemptions  provided by Section
4(1) of the Securities  Act or Rule 144 under the Securities  Act, in accordance
with the letter  from  Richard K. Wulff,  Chief of the Office of Small  Business
Policy of the  Securities  and  Exchange  Commission's  Division of  Corporation
Finance, to Ken Worm of NASD Regulation, Inc., dated January 21, 2000.


                                       9
<PAGE>

Item 6. Management's Discussion and Analysis or Plan of Operation.

Plan of Operation

      The Company has not realized any revenues from operations since inception,
and its plan of operation for the next twelve months shall be to locate suitable
acquisition or merger candidates.  The Company may need additional cash advances
from  stockholders to pay for operating  expenses until the Company  consummates
the merger with a privately-held  company.  Although it is currently anticipated
that  the  Company  can  satisfy  its cash  requirements  with  additional  cash
advances,  if needed,  for at least the next  twelve  months,  the  Company  can
provide no assurance that it can continue to satisfy its cash  requirements  for
such period.

Results of Operations

      The Company  has not  conducted  any active  operations  since  inception,
except for its efforts to locate suitable acquisition or merger transactions. No
revenue has been generated by the Company during such period, and it is unlikely
the Company will have any revenues  unless it is able to consummate or effect an
acquisition of, or merger with, an operating  company,  of which there can be no
assurance.


                                       10
<PAGE>

Item 7. Financial Statements.

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

--------------------------------------------------------------------------------
                                                                         Page

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                   F-1

FINANCIAL STATEMENTS:

      Balance Sheets                                                      F-2
      Statements of Operations                                            F-3
      Statements of Changes in Stockholders' Equity                       F-4
      Statements of Cash Flows                                            F-5
      Notes to Financial Statements                                     F-6-F-8


<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Beaconsfield III, Inc.
Buffalo, New York

We have audited the  accompanying  balance sheets of  Beaconsfield  III, Inc. (a
development  stage  company)  as of  December  31, 2005 and 2004 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year ended  December  31, 2005 and the  periods  November  29, 2004  (inception)
through  December  31,  2004  and  2005.  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 audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Beaconsfield III, Inc. as of
December 31, 2005 and 2004 and the results of its  operations and its cash flows
for the  year  ended  December  31,  2005  and the  periods  November  29,  2004
(inception)  through  December 31, 2004 and 2005 in conformity  with  accounting
principles generally accepted in the United States of America.

/s/ Raich Ende Malter & Co. LLP

RAICH ENDE MALTER & CO. LLP
East Meadow, New York
March 29, 2006


                                      F-1
<PAGE>

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                       December 31,    December 31,
                                                                           2005            2004
                                                                       ------------    ------------
<S>                                                                    <C>             <C>

ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                         $     12,309    $     37,515
     Other current assets                                                     9,734           9,500
                                                                       ------------    ------------

         Total current assets                                          $     22,043    $     47,015
                                                                       ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accrued expenses                                                  $      3,357    $        684

STOCKHOLDERS' EQUITY:
     Preferred stock, $.0001 par value; 5,000,000 shares authorized;
        none issued and outstanding                                              --              --
     Common stock, $.0001 par value; 75,000,000 shares authorized;
       10,150,000 shares issued and outstanding                               1,015           1,015
     Additional paid-in capital                                              49,000          49,000
     Deficit accumulated during the development stage                       (31,329)         (3,684)
                                                                       ------------    ------------
                                                                             18,686          46,331
                                                                       ------------    ------------

                                                                       $     22,043    $     47,015
                                                                       ============    ============
</TABLE>


                                      F-2
<PAGE>

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                               For the Periods
                                                       -------------------------------
                                                        November 29,     November 29,
                                         For the            2004            `2004
                                        Year Ended     (Inception) to   (Inception) to
                                       December 31,     December 31,     December 31,
                                           2005             2004             2005
                                      --------------   --------------   --------------
<S>                                   <C>              <C>              <C>

REVENUES                              $           --   $           --   $           --

GENERAL AND ADMINISTRATIVE EXPENSES           27,645            3,684           31,329
                                      --------------   --------------   --------------

NET LOSS                              $      (27,645)  $       (3,684)  $      (31,329)
                                      ==============   ==============   ==============


BASIC AND DILUTED LOSS PER SHARE:     $           --   $           --   $           --
                                      ==============   ==============   ==============

WEIGHTED AVERAGE COMMON SHARES
     OUTSTANDING:                         10,150,000        5,228,788        9,741,960
                                      ==============   ==============   ==============
</TABLE>


                                      F-3
<PAGE>

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                         Deficit
                                                                       Accumulated
                                                          Additional   During the         Total
                                     Preferred   Common    Paid-in     Development    Stockholders'
                                       Stock     Stock     Capital        Stage          Equity
                                     ---------   ------   ----------   -----------    -------------
<S>                                  <C>         <C>      <C>          <C>            <C>

BALANCE:
     November 29, 2004 (Inception)   $      --   $   --   $       --   $        --    $          --

         Issuance of 10,150,000
            shares of common stock          --    1,015       49,000            --           50,015

         Net loss                           --       --           --        (3,684)          (3,684)
                                     ---------   ------   ----------   -----------    -------------

BALANCE:
     December 31, 2004                      --    1,015       49,000        (3,684)          46,331

         Net loss                           --       --           --       (27,645)         (27,645)
                                     ---------   ------   ----------   -----------    -------------

BALANCE:
     December 31, 2005               $      --   $1,015   $   49,000   $   (31,329)   $      18,686
                                     =========   ======   ==========   ===========    =============
</TABLE>


                                      F-4
<PAGE>

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   For the Periods
                                                                          --------------------------------
                                                                           November 29,      November 29,
                                                           For the             2004              2004
                                                          Year Ended      (Inception) to    (Inception) to
                                                         December 31,      December 31,      December 31,
                                                             2005              2004              2005
                                                        --------------    --------------    --------------
<S>                                                     <C>               <C>               <C>


CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                           $      (27,645)   $       (3,684)   $      (31,329)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
         Changes in operating assets and liabilities:
            Other current assets                                  (234)           (9,500)           (9,734)
            Accrued expenses                                     2,673               684             3,357
                                                        --------------    --------------    --------------
              Net cash used in operating activities            (25,206)          (12,500)          (37,706)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock                         --            50,015            50,015
                                                        --------------    --------------    --------------

NET INCREASE (DECREASE) IN CASH
     AND CASH EQUIVALENTS                                      (25,206)           37,515            12,309

CASH AND CASH EQUIVALENTS:
     Beginning of period                                        37,515                --                --
                                                        --------------    --------------    --------------

     End of period                                      $       12,309    $       37,515    $       12,309
                                                        ==============    ==============    ==============


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid for income taxes                         $           --    $          355    $          355
                                                        ==============    ==============    ==============
</TABLE>


                                      F-5
<PAGE>

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
1.    ORGANIZATION AND OPERATIONS

      Beaconsfield III, Inc. (the "Company"),  located in Buffalo, New York, was
      incorporated  in Delaware on November 29, 2004 for the purpose of engaging
      in the potential  future merger or acquisition of an  unidentified  target
      business in accordance  with Rule 419 of the  Securities  Act of 1933 (the
      "Securities  Act").  Since its inception,  the Company's  operations  have
      primarily   included  raising  capital  and  the  performance  of  certain
      administrative functions.

      On December  15, 2004,  the Company  issued  150,000  shares of its common
      stock  for a  total  of $15 in cash in  accordance  with a Stock  Purchase
      Agreement. Additionally on that date, the Company issued 10,000,000 shares
      of its common stock in a private offering, pursuant to Section 4(2) of the
      Securities Act, for a total of $50,000 in cash.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      These   financial   statements  have  been  prepared  in  accordance  with
      accounting principles generally accepted in the United States of America.

      Cash  and Cash  Equivalents  - The  Company  considers  all  highly-liquid
      investments  with an original  maturity of three months or less to be cash
      equivalents.

      Income Taxes - Deferred  income tax assets and  liabilities are recognized
      for the  estimated  future  tax  consequences  attributable  to  temporary
      differences  between the financial  statement carrying amounts of existing
      assets and  liabilities and their  respective tax bases,  and are measured
      using  enacted  tax rates  expected  to apply in the years in which  those
      temporary differences are expected to be recovered or settled. A valuation
      allowance  is  provided  when it is more  likely  than  not  that the full
      benefit of the deferred tax assets will not be realized.

      Use of Estimates - The  preparation of financial  statements in conformity
      with  accounting  principles  generally  accepted in the United  States of
      America requires  management to make estimates and assumptions that affect
      the reported  amounts of assets and  liabilities,  the reported amounts of
      revenues and expenses and the disclosure of contingent liabilities. Actual
      results may differ from these  estimates.  The  accounting  estimate  that
      requires  management's  most  difficult  and  subjective  judgment  is the
      recognition and measurement of deferred tax assets and liabilities.

      Loss Per  Common  Share - Basic  loss per  share is  calculated  using the
      weighted average number of common shares outstanding during each reporting
      period.  Diluted loss per share includes  potentially  dilutive securities
      such as outstanding  options and warrants,  using various  methods such as
      the treasury stock or modified  treasury stock method in the determination
      of dilutive shares  outstanding  during each reporting period. The Company
      does not have any potentially dilutive instruments.

      Fair Value of Financial  Instruments - The carrying value of cash and cash
      equivalents,  other current assets and accrued expenses  approximates fair
      value due to the short period of time to maturity.

3.    EQUITY SECURITIES

      Holders of shares of common  stock are  entitled to cast one vote for each
      share held at all stockholders'  meetings for all purposes,  including the
      election of directors.  The common stock does not have  cumulative  voting
      rights.

      The  preferred  stock of the  Company  shall  be  issued  by the  Board of
      Directors  of the  Company in one or more  classes  or one or more  series
      within  any class,  and such  classes  or series  shall  have such  voting
      powers,  full or  limited  or no  voting  powers,  and such  designations,
      preferences,  limitations or restrictions as the Board of Directors of the
      Company may determine, from time-to-time.


                                      F-6
<PAGE>

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

3.    EQUITY SECURITIES (Continued)

      Holders of shares of stock of any class  shall not be entitled as a matter
      of right to  subscribe  for or  purchase or receive any part of any new or
      additional  issue  of  shares  of  stock of any  class,  or of  securities
      convertible  into  shares of stock of any  class,  whether  now  hereafter
      authorized  or  whether  issued for money,  for  consideration  other than
      money, or by way of dividend.

4.    INCOME TAXES

      The  provision for (benefit  from) income taxes  consists of the following
      for the year ended  December  31, 2005 and the periods  November  29, 2004
      (inception)  to December  31, 2004 and November  29, 2004  (inception)  to
      December 31, 2005:

<TABLE>
<CAPTION>
                                                  For the Periods November 29, 2004
                                  For the Year    --------------------------------
                                     Ended        (Inception) to    (Inception) to
                                  December 31,     December 31,      December 31,
                                      2005             2004              2005
                                 --------------   --------------    --------------
<S>                              <C>              <C>               <C>

      Current:
           State minimum tax     $           --   $          355    $          355
      Deferred:
           State                            200             (200)               --
           Federal                       (4,200)            (500)           (4,700)
           Valuation allowance            4,000              700             4,700
                                 --------------   --------------    --------------

                                 $           --   $          355    $          355
                                 ==============   ==============    ==============
</TABLE>


      The Company has approximately $4,700 and $700 in gross deferred tax assets
      at December 31, 2005 and 2004, respectively,  resulting from net operating
      loss  carryforwards.  A  valuation  allowance  has been  recorded to fully
      offset these  deferred tax assets  because the future  realization  of the
      related  income tax  benefits is  uncertain.  At December  31,  2005,  the
      Company has federal net  operating  loss  carryforwards  of  approximately
      $31,000 available to offset future taxable income through 2025.

      The difference  between the tax provision at the statutory  federal income
      tax rate and the tax provision attributable to loss before income taxes is
      as follows (in percentages):

<TABLE>
<CAPTION>
                                                               For the Periods November 29, 2004
                                                               ---------------------------------
                                              For the Year
                                                 Ended         (Inception) to     (Inception) to
                                              December 31,      December 31,       December 31,
                                                  2005              2004               2005
                                             --------------    --------------     --------------
<S>                                          <C>               <C>                <C>

      Statutory federal income tax rate                 (34)%             (34)%              (34)%
      State taxes, net of federal benefits               (5)%              (5)%               (5)%
      Valuation allowance                                39%               28%                38%
                                             --------------    --------------     --------------

          Income tax rate                                 0%              (11)%               (1)%
                                             ==============    ==============     ==============
</TABLE>


                                      F-7
<PAGE>

BEACONSFIELD III, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

5.    RELATED PARTY TRANSACTIONS

      The Company utilizes the office space and equipment of a stockholder at no
      cost. Management estimates such amounts to be immaterial.


                                      F-8
<PAGE>

Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

      None.

Item 8A. Controls and Procedures.

      The Company's management is responsible for establishing and maintaining a
system of disclosure  controls and  procedures (as defined in Rule 13a-15(e) and
15d-15(e)  under the Exchange  Act) that is designed to ensure that  information
required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed,  summarized and reported,
within  the  time  periods  specified  in  the  Commission's  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that  information  required to be disclosed by an
issuer  in the  reports  that it files or  submits  under  the  Exchange  Act is
accumulated and communicated to the issuer's management, including its principal
executive officer or officers and principal  financial  officer or officers,  or
persons performing  similar functions,  as appropriate to allow timely decisions
regarding required disclosure.

      In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was
completed  under the  supervision  and with the  participation  of the Company's
management,  including the Company's  principal  executive officer and principal
financial  officer,  of the  effectiveness  of the design and  operation  of the
Company's disclosure controls and procedures as of the end of the period covered
by this  Annual  Report.  Based  on that  evaluation,  the  Company's  Principal
Executive  Officer and Principal  Financial Officer concluded that the Company's
disclosure  controls  and  procedures  are  effective,   to  provide  reasonable
assurance  that  information  required to be disclosed in the Company's  reports
filed or submitted  under the Exchange Act is recorded,  processed,  summarized,
and reported  within the time periods  specified in the  Commission's  rules and
forms.  There have been no  changes  to the  Company's  internal  controls  over
financial  reporting  that occurred  during our last fiscal  quarter of the year
ended December 31, 2005, that materially affected,  or were reasonably likely to
materially affect, our internal controls over financial reporting.

Item 8B. Other Information.

      None.

                                    Part III

Item 9. Directors and Executive Officers of the Registrant.

(a) Identification of Directors and Executive Officers. The following table sets
forth  certain  information  regarding  the  Company's  directors  and executive
officers for the fiscal year ended December 31, 2005:

NAME             AGE   POSITION
----             ---   --------
Andrew Gertler   45    President, Treasurer and Director
Joseph Galda     46    Secretary and Director


                                       11
<PAGE>

Andrew  M.  Gertler,  45, is a  founder  and  director  of the  Company  and its
President.  Mr.  Gertler is currently  the  President  and a director of Neutron
Enterprises,  Inc., a publicly  traded  company  which is  developing an outdoor
media  business.  From  April  2001 to March  2004 Mr.  Gertler  was a  Managing
Director  of  Gestion  Jean-Paul  Auclair  Inc.,  a  family  office,   where  he
specialized in private equity investments  throughout North America.  From April
1997 to March 2001, Mr.  Gertler was Senior  Vice-President  of Hudson  Advisors
Canada,  which provided asset  management  services across Canada and the United
States to both the Lone Star Opportunity Fund (LSOF) and the Brazos  Opportunity
Fund.  Mr.  Gertler  also  serves  as  President,   Treasurer  and  director  of
Beaconsfield  I, Inc.  and  Beaconsfield  II, Inc.  (each a publicly  reporting,
non-trading  company).  Mr. Gertler is also a director of Avicena Group, Inc., a
biotechnology company.

Joseph P. Galda,  46, is a founder and director of the Company and its Corporate
Secretary.  Mr. Galda is currently  the President of Corsair  Advisors,  Inc., a
strategic  advisory firm formed in November 2004. In addition,  Mr. Galda serves
as U.S. counsel to Zi Corporation,  a  publicly-traded  developer of intelligent
interface  solutions,  and Vice  President  and  General  Counsel  of  Spearhead
Limited,   Inc.,  an  information  technology  consulting  firm  traded  on  the
Alternative  Investment Market of the London Stock Exchange.  From December 2000
to October 2004 Mr.  Galda was a partner in Hodgson Russ LLP, a law firm,  where
he   specialized   in  cross  border   financing  and  merger  and   acquisition
transactions.  From April 1996 to December 2004 Mr. Galda was a  shareholder  in
the  Philadelphia  office of Buchanan  Ingersoll  PC, a law firm,  where he also
practiced corporate finance law. Mr. Galda also serves as Secretary and director
of Beaconsfield I, Inc. and  Beaconsfield  II, Inc. (each a publicly  reporting,
non-trading company). Mr. Galda is also a director of Avicena Group, Inc.

      The term of  office  of each  director  expires  at the  Company's  annual
meeting  of  stockholders  or  until  their  successors  are  duly  elected  and
qualified.  Directors are not compensated for serving as such. Officers serve at
the discretion of the Board of Directors.

(b) Significant Employees. None.

(c) Family Relationships. None.

(d)  Involvement in Certain Legal  Proceedings.  There have been no events under
any  bankruptcy  act, no criminal  proceedings  and no  judgments,  injunctions,
orders or decrees material to the evaluation of the ability and integrity of any
director, executive officer, promoter or control person of Registrant during the
past five years.

(e) The  Board of  Directors  acts as the Audit  Committee  and the Board has no
separate  committees.  The Company does not have a qualified financial expert at
this time because it has not been able to hire a qualified  candidate.  Further,
the Company believes that it has inadequate  financial resources at this time to
hire such an expert.  The Company  intends to continue to search for a qualified
individual for hire.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

      Section  16(a) of the Exchange Act requires the  Company's  directors  and
officers,  and persons who  beneficially own more than 10% of a registered class
of the Company's equity securities,  to file reports of beneficial ownership and
changes in  beneficial  ownership of the  Company's  securities  with the SEC of
forms 3, 4 and 5.  Officers,  directors  and greater than 10%  stockholders  are
required by SEC  regulation  to furnish  the Company  with copies of all Section
16(a) forms they file.


                                       12
<PAGE>

      Based solely on the Company's  review of the copies of the forms  received
by it during the period from November 29, 2004  (inception) to December 31, 2005
and written  representations  that no other reports were  required,  the Company
believes  that no  person  who,  at any time  during  such  fiscal  year,  was a
director,  officer or beneficial  owner of more than 10% of the Company's common
stock failed to comply with all Section  16(a) filing  requirements  during such
fiscal year.

CODE OF ETHICS

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

Item 10. Executive Compensation.

      The following table sets forth the cash  compensation  paid by the Company
to its President and all other executive  officers for services  rendered during
the fiscal year ended December 31, 2005.

Name and Position                                   Year   Other Compensation
-----------------                                   ----   ------------------
Andrew Gertler, President, Treasurer and Director   2005        None
Joseph Galda, Secretary and Director                2005        None


Director Compensation

      We do not  currently  pay any cash  fees to our  directors,  nor do we pay
directors' expenses in attending board meetings.

Employment Agreements

      The Company is not a party to any employment agreements.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters.

      The following  tables set forth certain  information as of March 28, 2006,
regarding  (i) each person  known by the Company to be the  beneficial  owner of
more than 5% of the  outstanding  shares of Common  Stock,  (ii) each  director,
nominee  and  executive  officer  of the  Company  and  (iii) all  officers  and
directors as a group.


                                       13
<PAGE>

                                         Amount and Nature of
Name and addresses of Beneficial Owner   Beneficial Ownership   Percent
--------------------------------------   --------------------   -------

Andrew Gertler (1)                                     50,000      0.49%
6555 Mozart Road
Cote St. Luc, Quebec H4W 3H9

Joseph Galda (2)                                       50,000      0.49%
497 Delaware Avenue
Buffalo, NY 14202

Ronald Wyles                                        1,000,000      9.85%
2170 Lakeshore Road, #204
Burlington, Ontario L7R 1A6

Robert Watson                                       1,000,000      9.85%
6 Buerkle Crescent
Kitchener, Ontario N2P 2S1

R. Mark Young                                       1,000,000      9.85%
204 Pandora Crescent
Kitchener, Ontario N2H 3E6

Boris Emanuel                                       1,000,000      9.85%
PO Box W325
Woods Center, Antigua

Karen Georgiou                                      1,000,000      9.85%
10150 Pineview Trail
Campbellville, Ontario L0P 1B0

Zoran Bakich                                        1,000,000      9.85%
775 Steeles Avenue West
Suite 1409
Toronto, Ontario M2R 2S8

Rosten Investments Inc                              1,000,000      9.85%
193 King Street East
Suite 200
Toronto, Ontario M5A 1J5

Richard Brezzi                                      1,000,000      9.85%
775 Steeles Avenue West
Suite 1409
Toronto, Ontario M2R 2S8

Lou Pupolin                                         1,000,000      9.85%
2951 Highway 7 West
Concord, Ontario L4K 1W3

1019562 Ontario Limited                             1,000,000      9.85%
1 St. Paul Street
Unit 10
St. Catharines, Ontario L2R 7L2

All Directors and Officers as a Group                 100,000       .99%
(2 individuals)

------------

(1)   Mr. Gertler is President, Treasurer and a Director of the Company.
(2)   Mr. Galda is the Secretary and a Director of the Company.


                                       14
<PAGE>

Item 12. Certain Relationships and Related Transactions.

      Our management has stated its intention to make payments for our expenses,
prior to the consummation of a business combination, to the extent such expenses
are not deferred, and would either exceed our available funds or would render us
effectively  insolvent  upon  our  payment.  Upon  consummation  of  a  business
combination,  we will seek to reimburse our management for any such payments out
of the  proceeds  of that  transaction.  Management  will seek to enter  into an
agreement for a business  combination that provides that contemporaneous with or
following  the  completion  of,  and as a  condition  to, the  transaction,  our
management  will be reimbursed for any expenses  incurred on our behalf or loans
they make to pay any of our  expenses.  However,  no  assurances  thereof can be
given or that management will even seek  reimbursement  of expenses in the event
any such officer or director actually advances funds to the Company.

      The  Company  utilizes  the  office  space  and  equipment  of  one of its
stockholders at no cost. Management estimates such amounts to be immaterial.

      Except as otherwise  indicated  herein,  there have been no related  party
transactions,  or  any  other  transactions  or  relationships  required  to  be
disclosed pursuant to Item 404 of Regulation S-B.

Item 13. Exhibits and Reports on Form 8-K.

Index to Exhibits

Exhibit   Description
-------   -----------

  *3.1    Certificate of Incorporation

  *3.2    By-laws

  31.1    Certification   of  the   Company's   Principal  Executive Officer and
          Principal   Financial   Officer   pursuant   to   Section   302 of the
          Sarbanes-Oxley Act of 2002, with  respect  to the  registrant's Annual
          Report on Form 10-KSB for the year ended December 31, 2005

  32.1    Certification   of   the  Company's  Principal   Executive Officer and
          Principal   Financial  Officer  pursuant to 18 U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

*     Filed  as an  exhibit  to the  Company's  registration  statement  on Form
      10-SB/A,  as filed with the Securities and Exchange Commission on November
      10, 2005, and incorporated herein by this reference.

(b) Reports on Form 8-K. None.


                                       15
<PAGE>

Item 14. Principal Accountant Fees and Services

      Raich Ende Malter & Co. LLP ("Raich  Ende") is the  Company's  independent
registered public accounting firm.

AUDIT FEES

      The aggregate fees billed by Raich Ende for professional services rendered
for the  audit of our  annual  financial  statements  and  review  of  financial
statements included in our Form 10-KSB or services that are normally provided in
connection  with statutory and  regulatory  filings were $9,525 for fiscal years
ended December 31, 2005 and 2004.

AUDIT-RELATED FEES

      Raich Ende fees billed for assurance and related  services  related to the
audit or review of the  Company's  financial  statements  were $0 for the fiscal
years ended December 31, 2005 and 2004.

TAX FEES

      Raich Ende fees billed for professional  services for tax compliance,  tax
advice,  and tax planning  were $1,260 for the fiscal  years ended  December 31,
2005  and  2004.  The  nature  of the  services  comprising  these  fees was tax
compliance.

ALL OTHER FEES

      Raich Ende fees billed for other  products  and  services  were $0 for the
fiscal years ended December 31, 2005 and 2004.


                                       16
<PAGE>

                                   SIGNATURES

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

                                          BEACONSFIELD III, INC.

Dated: March 30, 2006                     By: /s/ Andrew Gertler
                                          -----------------------------
                                          Andrew Gertler
                                          President

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

                              Title                    Date

/s/ Joseph Galda              Secretary and Director   March 30, 2006
----------------
Joseph Galda


                                       17