**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


Washington,
      D.C. 20549





**Form
      10-KSB**





(Mark
      One)





**xANNUAL
      REPORT PURSUANT
      TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





**oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ______________ to ______________




*Commission
      File Number 000-51722*










**Black
      Nickel Acquisition Corp. III**


(Exact
      name of registrant as specified in its charter)










Delaware
            83-0432183(State
                or other jurisdiction
              ofincorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)


300
                  Colonial Center Parkway
                Suite
                  260
                Roswell,
                  Georgia
              30076(Address
                  of principal executive
                  offices)
              (zip
                  code)


Registrant’s
        telephone number, including area code:
 (678)
        353-2190











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)




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





Check
      whether the issuer (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 xNo o.





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B (§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
      or any amendment to this Form 10-KSB. x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
xNo
o.





The
      issuer’s revenues for fiscal year end December 31, 2007 were $0.





As
      of
      March 31, 2008, there were 1,500,000 shares of common stock, par value $.0001
      per share, outstanding





Transitional
      Small Business Disclosure Format (check one): Yes oNo x










**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 Black Nickel
      Acquisition Corp. III (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 Annual Report will prove to be accurate. In light
      of
      the significant uncertainties inherent in the forward-looking statements
      included herein particularly in view of the current state of our operations,
      the
      inclusion of such information should not be regarded as a statement by us or
      any
      other person that our objectives and plans will be achieved. Factors that could
      cause actual results to differ materially from those expressed or implied by
      such forward-looking statements include, but are not limited to, the factors
      set
      forth herein under the headings “Business,” “Plan of Operation” and “Risk
      Factors”. We undertake no obligation to revise or update publicly any
      forward-looking statements for any reason.









**PART
      I**





**Item
      1. Description of Business.**





**Introduction**





Black
      Nickel Acquisition Corp. III (“we”, “us”, “our” or the “Company”) was
      incorporated in the State of Delaware on May 26, 2005 and maintains its
      principal executive offices at 300 Colonial Center Parkway, Suite 260, Roswell,
      Georgia 30076. 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 through the acquisition of, or merger with, an
      operating business. The Company filed a registration statement on Form 10-SB
      with the U.S. Securities and Exchange Commission (the “SEC”) on January 12,
      2006, and since its effectiveness, the Company has focused its efforts to
      identify a possible business combination.





The
      Company, based on proposed business activities, is a “blank check” company. 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 Securities Exchange
      Act of 1934, as amended (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 is also a “shell company,” defined in Rule
      12b-2 under the Exchange Act 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. The Company will
      not
      restrict its potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.





**Competition**





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.





**Employees**





We
      have
      no employees other than our management who devotes only a limited amount of
      time
      to our business.





**Risk
      Factors**




**You
      should carefully review and consider the following risks as well as all other
      information contained in this Annual Report on Form 10-KSB, including our
      financial statements and the notes to those statements. The following risks
      and
      uncertainties are not the only ones facing us. Additional risks and
      uncertainties of which we are currently unaware or which we believe are not
      material also could materially adversely affect our business, financial
      condition, results of operations, or cash flows. To the extent any of the
      information contained in this annual report constitutes forward-looking
      information, the risk factors set forth below are cautionary statements
      identifying important factors that could cause our actual results
      for various financial reporting periods to differ materially from those
      expressed in any forward-looking statements made by or on our behalf and could
      materially adversely effect our financial condition, results of operations
      or
      cash flows.**




1





***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 the stockholders of the Company. A conflict of
      interest may arise between our management's personal pecuniary interest and
      its
      fiduciary duty to our stockholders.





Further,
      HPC Capital Management Corp. (“HPC”), a registered broker-dealer, may act as
      investment banker, placement agent or financial consultant to the Company or
      an
      acquisition candidate in connection with a potential business combination
      transaction. Paul T. Mannion, Jr. and Andrew Reckles, our officers and
      directors, are currently a Managing Director and Registered Person,
      respectively, of HPC. We cannot assure you that conflicts of interest among
      us,
      HPC and our stockholders will not develop.





***We
      have a limited operating history.***





We
      have a
      limited operating history and no revenues or earnings from operations since
      inception, and there is a risk that we will be unable to continue as a going
      concern and consummate a business combination. 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 merger
      or
      other business combination with a private company. This may result in our
      incurring a net operating loss that will increase unless we consummate a
      business combination with a profitable business. We cannot assure you that
      we
      can identify a suitable business opportunity and consummate a business
      combination, or that any such business will be profitable at the time of its
      acquisition by us or ever.





***We
      have incurred and may continue to incur losses.***





Since
      inception (May 26, 2005) through December 31, 2007, we have incurred a net
      loss
      of $(92,408).  We
      expect
      that we will incur losses at least until we complete a merger or other business
      combination with an operating business and perhaps after such a combination
      as
      well. There can be no assurance that we will complete a merger or other business
      combination with an operating business or that we will ever be profitable.





***We
      face a number of risks associated with potential
      acquisitions.***





We
      intend
      to use reasonable efforts to complete a merger or other business combination
      with an operating business. Such combination will be accompanied by risks
      commonly encountered in acquisitions, including, but not limited to,
      difficulties in integrating the operations, technologies, products and personnel
      of the acquired companies and insufficient revenues to offset increased expenses
      associated with acquisitions. Failure to manage and successfully integrate
      acquisitions we make could harm our business, our strategy and our operating
      results in a material way.




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





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. We are, and will continue to 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.




2





***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 the
      identified business opportunity. While management intends to seek business
      combination(s) with entities having established operating histories, we cannot
      assure you that we will be successful in locating candidates meeting that
      criterion. In the event we complete a business combination, 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 our ability to identify a suitable acquisition
      candidate.***




While
      seeking a business combination, management anticipates devoting very limited
      time 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.





***There
      can be no assurance that the Company will successfully consummate a business
      combination.***





We
      can
      give no assurances that we will successfully identify and evaluate suitable
      business opportunities or that we will conclude a business combination.
      Management has not identified any particular industry or specific business
      within an industry for evaluation. We cannot guarantee that we will be able
      to
      negotiate a business combination on favorable terms.





***The
      time and cost of preparing a private company to become a public reporting
      company may preclude us from entering into 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 are subject to the reporting requirements under the Exchange Act, management
      believes we are not subject to regulation under the Investment Company Act
      of
      1940, as amended (the “Investment Company Act”), since we are not 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 SEC as to our status under the
      Investment Company Act and, consequently, violation of the Investment Company
      Act could subject us to material adverse consequences.





***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 company, 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.





***The
      Company may be subject to certain tax consequences in our business, which may
      increase our cost of doing business.***





We
      may
      not be able to structure our acquisition to result in tax-free treatment for
      the
      companies or their stockholders, which could deter third parties from entering
      into certain business combinations with us or result in being taxed on
      consideration received in a transaction. Currently, a transaction may be
      structured so as to result in tax-free treatment to both companies, as
      prescribed by various federal and state tax provisions. We intend to structure
      any business combination so as to minimize the federal and state tax
      consequences to both us and the target entity; however, we cannot guarantee
      that
      the business combination will meet the statutory requirements of a tax-free
      reorganization or that the parties will obtain the intended tax-free treatment
      upon a transfer of stock or assets. A non-qualifying reorganization could result
      in the imposition of both federal and state taxes that may have an adverse
      effect on both parties to the transaction.




3





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





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





***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 expect to 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, par value $0.0001 per
      share
      (the “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.




4





***Our
      stockholders may have a minority interest in the Company following a merger
      or
      other business combination with an operating business.***





If
      we
      consummate a merger or business combination with a company with a value in
      excess of the value of our Company and issue shares of Common
      Stock to
      the
      stockholders of such company as consideration for merging with us, our
      stockholders would own less than 50% of the Company after the business
      combination. The stockholders of the acquired company would therefore be able
      to
      control the election of our board of directors (the “Board of Directors”) and
      control our Company.





***There
      is currently no trading market for our Common Stock, and liquidity of shares
      of
      our Common Stock is limited.***





Shares
      of
      our Common
      Stock are
      not
      registered under the securities laws of any state or other jurisdiction, and
      accordingly there is no public trading market for the Common
      Stock .
      Further, no public trading market is expected to develop in the foreseeable
      future unless and until the Company completes a business combination with an
      operating business and the Company thereafter files a registration statement
      under the Securities Act of 1933, as amended (the “Securities Act”). Therefore,
      outstanding shares of Common
      Stock cannot
      be
      offered, sold, pledged or otherwise transferred unless subsequently registered
      pursuant to, or exempt from registration under, the Securities Act and any
      other
      applicable federal or state securities laws or regulations. S hares
      of Common
      Stock cannot
      be
      sold under the exemptions from registration provided by Rule 144 under or
      Section 4(1) of the Securities Act (“Rule 144”), 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, dated January 21, 2000 (the “Wulff Letter”). The Wulff
      Letter provides that certain private transfers of the shares of common stock
      also may be prohibited without registration under federal securities laws.
      The
      SEC changed certain aspects of the Wulff Letter and such changes apply
      retroactively to our stockholders. Since February 15, 2008, all holders of
      shares of common stock of a “shell company” have been permitted to sell their
      shares of common stock under Rule 144, subject to certain restrictions, starting
      one year after (i) the completion of a business combination with a private
      company in a reverse merger or reverse takeover transaction after which the
      company would cease to be a “shell company” (as defined in Rule 12b-2 under the
      Exchange Act) and (ii) the disclosure of certain information on a Current Report
      on Form 8-K within four business days thereafter.





Compliance
      with the criteria for securing exemptions under federal securities laws and
      the
      securities laws of the various states is extremely complex, especially in
      respect of those exemptions affording flexibility and the elimination of trading
      restrictions in respect of securities received in exempt transactions and
      subsequently disposed of without registration under the Securities Act or state
      securities laws.





***There
      are issues impacting liquidity of our securities with respect to the SEC’s
      review of a future resale registration statement.***





Since
      shares of our Common
      Stock issued
      prior to a business combination or reverse merger cannot currently, nor will
      they for a considerable period of time after we complete a business combination,
      be available to be offered, sold, pledged or otherwise transferred without
      being
      registered pursuant to the Securities Act, we will likely file a resale
      registration statement on Form S-1, or some other available form, to register
      for resale such shares of Common
      Stock .
      We
      cannot control this future registration process in all respects as some matters
      are outside our control. Even if we are successful in causing the effectiveness
      of the resale registration statement, there can be no assurances that the
      occurrence of subsequent events may not preclude our ability to maintain the
      effectiveness of the registration statement. Any of the foregoing items could
      have adverse effects on the liquidity of our shares of Common
      Stock .




5





In
      addition, the SEC has recently disclosed that it has developed internal informal
      guidelines concerning the use of a resale registration statement to register
      the
      securities issued to certain investors in private investment in public equity
      (PIPE) transactions, where the issuer has a market capitalization of less than
      $75 million and, in general, does not qualify to file a Registration Statement
      on Form S-3 to register its securities if the issuer’s securities are listed on
      the Over-the-Counter Bulletin Board or on the Pink Sheets. The SEC has taken
      the
      position that these smaller issuers may not be able to rely on Rule 415 under
      the Securities Act (“Rule 415”), which generally permits the offer and sale of
      securities on a continued or delayed basis over a period of time, but instead
      would require that the issuer offer and sell such securities in a direct or
      "primary" public offering, at a fixed price, if the facts and circumstances
      are
      such that the SEC believes the investors seeking to have their shares registered
      are underwriters and/or affiliates of the issuer. It appears that the SEC in
      most cases will permit a registration for resale of up to one third of the
      total
      number of shares of common stock then currently owned by persons who are not
      affiliates of such issuer and, in some cases, a larger percentage depending
      on
      the facts and circumstances. Staff members also have indicated that an issuer
      in
      most cases will have to wait until the later of six months after effectiveness
      of the first registration or such time as substantially all securities
      registered in the first registration are sold before filing a subsequent
      registration on behalf of the same investors. Since, following a reverse merger
      or business combination, we may have little or no tradable shares of Common
      Stock ,
      it is
      unclear as to how many, if any, shares of Common
      Stock the
      SEC
      will permit us to register for resale, but SEC staff members have indicated
      a
      willingness to consider a higher percentage in connection with registrations
      following reverse mergers with shell companies such as the Company. The SEC
      may
      require as a condition to the declaration of effectiveness of a resale
      registration statement that we reduce or “cut back” the number of shares of
      common stock to be registered in such registration statement. The result of
      the
      foregoing is that a stockholder’s liquidity in Common
      Stock may
      be
      adversely affected in the event the SEC requires a cut back of the securities
      as
      a condition to allow the Company to rely on Rule 415 with respect to a resale
      registration statement, or, if the SEC requires us to file a primary
      registration statement.




***We
      have never paid dividends on our Common Stock.***





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.





***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 10,000,000 shares of preferred stock, par value $.0001 per share
      (the
“Preferred Stock”). Any merger or acquisition effected by us may result in the
      issuance of additional securities without stockholder approval and the
      substantial dilution in the percentage of 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 current 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 stockholder will occur and the rights of the holder of Common Stock
      might
      be materially and adversely affected.





***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 one or more third parties, our
      stockholders may choose to cause the Company to sell Company securities to
      third
      parties, with the proceeds of such sale(s) being utilized by the Company to
      repurchase their shares of Common Stock. As a result of such transaction(s),
      our
      management, stockholders and Board of Directors may change.





***Our
      Board of Directors has the power to issue shares of Preferred Stock with certain
      rights without stockholder approval.***





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 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 shares of 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 our authorized Preferred Stock, there can be no assurance that we
      will
      not do so in the future.




6





***Control
      by Management.***





Management
      currently owns and votes approximately 67% of
      all
      the issued and outstanding Common Stock of the Company. Consequently, management
      has the ability to influence control of the operations of the Company and,
      acting together, will have the ability to influence substantially all matters
      submitted to stockholders for approval, including :





·
            Election
                of the board of directors;





·
            Removal
                of any directors;





·
            Amendment
                of the Company’s certificate of incorporation or bylaws;
                and





·
            Adoption
                of measures that could delay or prevent a change in control or impede
                a
                merger, takeover or other business
                combination.





These
      stockholders will thus have substantial influence and control over our
      management and affairs. Accordingly, this concentration of ownership may have
      the effect of impeding a merger, consolidation, takeover or other business
      consolidation, or discouraging a potential acquirer from making a tender offer
      for our Common
      Stock .





**Item
      2. Description of Property.**





The
      Company neither rents nor owns any properties. The Company utilizes the office
      space and equipment of its management 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.**





Presently,
      there are not any material pending legal proceedings to which the Company is
      a
      party or as to which any of its property is subject, and no such proceedings
      are
      known to the Company to be threatened or contemplated against it.





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





None.




**PART
      II**





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





**Common
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to
      75,000,000  shares
      of
      Common Stock. Our Common Stock is not listed on a publicly-traded market. As
      of
      March 31, 2008, there were three holders of record of our Common
      Stock.




7




**Preferred
      Stock**





Our
      Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares
      of Preferred Stock. The Company has not yet issued any of the Preferred Stock.





**Dividend
      Policy**





The
      Company has not declared or paid any cash dividends on 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.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





None.





**Recent
      Sales of Unregistered Securities**





The
      Company did not sell any equity securities that were not registered under the
      Securities Act during the fiscal quarter ended December 31, 2007.





On
      June
      24, 2005, the Company sold an aggregate of 1,500,000 shares of Common Stock
      to
      three accredited investors (two of whom are officers and directors of the
      Company), for aggregate cash consideration of $50,000. The Company 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. Neither the Company nor any person
      acting on its behalf offered or sold the securities by means of any form of
      general solicitation or general advertising. No services were performed by
      any
      purchaser as consideration for the shares issued.





**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 is to locate a suitable acquisition
      or merger candidate and consummate a business combination. The Company may
      need
      additional cash advances from its stockholders or loans from other parties
      to
      pay for operating expenses until the Company consummates a merger or business
      combination with a privately-held operating company. Although it is currently
      anticipated that the Company can satisfy its cash requirements with additional
      cash advances or loans from other parties, 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.





Since
      our
      formation on May 26, 2005, our purpose has been to effect a business combination
      with an operating business which we believe has significant growth potential.
      We
      are currently considered to be a “blank check” company in as much as we have no
      specific business plans, no operations, revenues or employees. We currently
      have
      no definitive agreements or understanding with any prospective business
      combination candidates and have not targeted any business for investigation
      and
      evaluation nor are there any assurances that we will find a suitable business
      with which to combine. The implementation of our business objectives is wholly
      contingent upon a business combination and/or the successful sale of securities
      in the company.




As
      a
      result of our limited resources, we expect to effect only a single business
      combination. Accordingly, the prospects for our success will be entirely
      dependent upon the future performance of a single business. Unlike certain
      entities that have the resources to consummate several business combinations
      or
      entities operating in multiple industries or multiple segments of a single
      industry, we will not have the resources to diversify our operations or benefit
      from the possible spreading of risks or offsetting of losses. A target business
      may be dependent upon the development or market acceptance of a single or
      limited number of products, processes or services, in which case there will
      be
      an even higher risk that the target business will not prove to be commercially
      viable.




8





Our
      officers and directors are only required to devote a very limited portion of
      their time to our affairs on a part-time or as-needed basis. We expect to use
      outside consultants, advisors, attorneys and accountants as necessary, none
      of
      which will be hired on a retainer basis. We do not anticipate hiring any
      full-time employees so long as we are seeking and evaluating business
      opportunities.





We
      expect
      our present management to play no managerial role in the Company following
      a
      merger or business combination. Although we intend to scrutinize closely the
      management of a prospective target business in connection with our evaluation
      of
      a business combination with a target business, our assessment of management
      may
      be incorrect. We cannot assure you that we will find a suitable business with
      which to combine.





**Results
      of Operations**





The
      Company has not conducted any active operations since inception, except for
      its
      efforts to locate a suitable acquisition or merger transaction. 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 effect an acquisition of or merger
      with another operating company, of which there can be no assurance.





**Off-Balance
      Sheet Arrangements**





The
      Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a
      current or future effect on the Company’s financial condition, changes in
      financial condition, revenues or expenses, results of operations, liquidity,
      capital expenditures or capital resources that is material to investors.




9





**Item
      7. Financial Statements.**





**Black
      Nickel Acquisition Corp. III**


**A
      Development Stage Company**


**Index
      to Financial Statements**


**Page**Report
                  of Independent Registered Public Accounting Firm
              
              
              F-1Financial
                  Statements:Balance
                  Sheet
              
              
              F-2Statements
                  of Operations
              
              
              F-3Statement
                  of Changes in Stockholders' Equity (Deficiency)
              
              
              F-4Statements
                  of Cash Flows
              
              
              F-5Notes
                  to Financial Statements
              
              
              F-6




10




**Report
      of Independent Registered Public Accounting Firm**




To
      the
      Board of Directors


Black
      Nickel Acquisition Corp III





We
      have
      audited the accompanying balance sheet of Black Nickel Acquisition Corp III
      (a
      development stage company) (“the Company”) as of December 31, 2007, and the
      related statements of operations, stockholders’ equity (deficiency), and cash
      flows for the years ended December 31, 2007 and 2006, and the cumulative period
      May 26, 2005 (inception) through December 31, 2007. The Company’s management is
      responsible for these financial statements. 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 audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. The Company is not
      required to have, nor were we engaged to perform, an audit of its internal
      control over financial reporting. Our audits included consideration of internal
      control over financial reporting as a basis for designing auditing procedures
      that are appropriate in the circumstances, but not for the purpose of expressing
      an opinion on the effectiveness of the Company’s internal control over financial
      reporting. Accordingly, we express no such opinion. An audit also includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements, 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 Black Nickel Acquisition Corp
      III as of
      December 31, 2007 and the results of its operations and its cash flows for
      the
      years ended December 31, 2007 and 2006, and the cumulative period May 26, 2005
      (inception) through December 31, 2007, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 1 to the financial
      statements, the Company is in the development stage and has suffered recurring
      losses. This raises substantial doubt about its ability to continue as a going
      concern. Management’s plans in regards to these matters are also described in
      Note 1. The accompanying financial statements do not include any adjustments
      that might result from the outcome of this uncertainty.




/s/
      Raich
      Ende Malter & Co. LLP





**RAICH
      ENDE MALTER & CO. LLP**


New
      York,
      New York


March
      17,
      2008




F-1




**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Balance
      Sheet**


**December
      31, 2007**


**ASSETS**Current
                  AssetsCash
              
              $
              304$
              304**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIENCY)**Current
                  LiabilitiesAccounts
                  payable
              
              $
              8,238Advances
                  from stockholders
              
              
              1,500Notes
                  payable - related parties
              
              
              24,000Accrued
                  expenses
              
              
              8,97442,712Stockholders’
                  Equity (Deficiency)Preferred
                  stock, $.0001 par value; 10,000,000 sharesauthorized,
                  no shares issued
              
              
              —Common
                  stock, $.0001 par value; 75,000,000 sharesauthorized,
                  1,500,000 shares issued and outstanding
              
              
              150Additional
                  paid-in capital
              
              
              49,850Deficit
                  accumulated during the development stage
              
              
              (92,408
              )Total
                  stockholders’ equity (deficiency)
              
              
              (42,408
              )$
              304




*See
      accompanying notes to financial statements.*




F-2


**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Statements
      of Operations**


Year
                  Ended December 31,
                2007
              
              Year
                  Ended
                December
                  31,
                2006
              
              Cumulative
                Period
                  from
                May
                  26, 2005 (Inception)
                through
                December
                  31,
                2007Net
                  sales
              
              $
              —
              
              $
              —
              
              $
              —Cost
                  of sales
              
              
              —
              
              
              —
              
              
              —Gross
                  profit
              
              
              —
              
              
              —
              
              
              —Expenses:General
                  andAdministrative
              
              
              38,161
              
              
              34,558
              
              
              90,552Loss
                  before other expenses
              
              
              (38,161
              )
              
              (34,558
              )
              
              (90,552
              )Other
                  expenses:Interest
              
              
              1,856
              
              
              —
              
              
              1,856Net
                  (loss)
              
              $
              (40,017
              )
              $
              (34,558
              )
              $
              (92,408
              )Basic
                  and DilutedLoss
                  per Share
              
              $
              (.03
              )
              $
              (.02
              )Basic
                  and DilutedWeighted
                  Average Number of commonShares
                  Outstanding1,500,000
              
              
              1,500,000





*See
      accompanying notes to financial statements.*




F-3


**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Statement
      of Changes in Stockholders’ Equity (Deficiency)**


DeficitAccumulatedAdditional
              
              During
                  thePreferred
                  Stock
              
              Common
                  Stock
              
              Paid-in
              
              DevelopmentShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Stage
              
              TotalBalance,
                  May 26, 2005
              
              
              —
              
              $
              —
              
              
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Issuance
                  of common stockon
                  June 24, 2005
              
              
              —
              
              
              —
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              —
              
              
              50,000Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (17,833
              )
              
              (17,833
              )Balance,
                  December 31, 2005
              
              
              —
              
              
              —
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              (17,833
              )
              
              32,167Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (34,558
              )
              
              (34,558
              )Balance,
                  December 31, 2006
              
              
              —
              
              
              —
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              (52,391
              )
              
              (2,391
              )Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (40,017
              )
              
              (40,017
              )—
              
              $
              —
              
              
              1,500,000
              
              $
              150
              
              $
              49,850
              
              $
              (92,408
              )
              $
              (42,408
              )




*See
      accompanying notes to financial statements.*




F-4


**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Statements
      of Cash Flows**


Year
                  Ended
                December
                  31,
              
              Year
                  Ended
                December
                  31,
              
              Cumulative
                  Period
                From
                  May 26, 2005
                (Inception)
                  through
                December
                  31,2007
              
              2006
              
              2007Cash
                  Flows from Operating ActivitiesNet
                  loss
              
              $
              (40,017
              )
              $
              (34,558
              )
              $
              (92,408
              )Adjustments
                  to reconcile net loss tonet
                  cash used in operating activitiesAccounts
                  payable and accrued expenses
              
              
              11,762
              
              
              176
              
              
              17,212Cash
                  Used in Operating Activities
              
              
              (28,255
              )
              
              (34,382
              )
              
              (75,196
              )Cash
                  Flows from Financing ActivitiesAdvances
                  from stockholders
              
              
              1,500
              
              
              —
              
              
              1,500Proceeds
                  from notes payable - related parties
              
              
              24,000
              
              
              —
              
              
              24,000Proceeds
                  from issuance of common stock
              
              
              —
              
              
              —
              
              
              50,000Cash
                  Provided by Financing Activities
              
              
              25,500
              
              
              —
              
              
              75,500Net
                  Increase (Decrease) in Cash
              
              
              (2,755
              )
              
              (34,382
              )
              
              304Cash,
                  beginning
              
              
              3,059
              
              
              37,441
              
              
              —Cash,
                  ending
              
              $
              304
              
              $
              3,059
              
              $
              304





*See
      accompanying notes to financial statements.*




F-5


**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Notes
      to Financial Statements**





**1.**
            **Development
                Stage Enterprise**





Black
      Nickel Acquisition Corp. III, a development stage enterprise (the “Company”),
      was incorporated in the state of Delaware on May 26, 2005 and maintains
      principal offices in Roswell, Georgia. 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.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the recoverability of
      assets and the satisfaction of liabilities in the normal course of business.
      The
      Company incurred net losses from May 26, 2005 (inception) through the period
      ended December 31, 2007 of $92,408. In addition, the Company’s development
      activities since inception have been financially sustained through equity and
      debt financing. The ability of the Company to continue as a going concern is
      dependent upon management’s plans to find a suitable acquisition or merger
      candidate, raise additional capital from the sale of stock, receive additional
      paid in capital from its existing stockholders and ultimately, the achievement
      of significant positive operating results. The accompanying financial statements
      do not include any adjustments that might be required should the Company be
      unable to recover the value of its assets or satisfy its
      liabilities.





**2.**
            **Summary
                of Significant Accounting
                Policies**





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





**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** Current
      assets and current liabilities are carried at cost, which approximates their
      fair value because of their short-term maturity. The notes payable approximates
      fair value based on market rates available to the Company for financing with
      similar terms.





**Cash
      Equivalents** Cash
      equivalents consist of bank deposits and highly liquid investments, when
      present, with a maturity of three months or less at the date of purchase. There
      are no cash equivalents at the balance sheet date.




F-6




**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Notes
      to Financial Statements**





**Income
      Taxes** The
      Company accounts for income taxes in accordance with SFAS No. 109, *Accounting
      for Income Taxes* ,
      which
      requires recognition of deferred tax liabilities and assets for the expected
      future tax consequences of events that have been included in the financial
      statements or tax returns. Under this method, deferred tax liabilities and
      assets are determined based on the temporary differences between the financial
      statement and tax basis of assets and liabilities using presently enacted tax
      rates in effect. Valuation allowances are established when necessary to reduce
      deferred tax assets to the amounts expected to be realized.





The
      Company has approximately $36,000 in gross deferred tax assets at December
      31,
      2007, resulting from deferred start-up costs of $92,408 which are capitalized
      and amortized for income tax purposes and expensed for financial reporting
      purposes, a change of $15,000 for 2007. A valuation allowance has been recorded
      to fully offset these deferred tax assets as the future realization of the
      related tax benefits is uncertain. The difference between the statutory federal
      income tax rate of 34%, state taxes net of federal benefits of 4.6%, and the
      effective rate of 0% is due to the capitalization of the Company’s start-up
      costs for tax purposes.





On
      January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB)
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
      interpretation of FASB Statement No. 109” (FIN 48). There was no impact on the
      Company’s financial position, results of operations or cash flows at December
      31, 2007 and for the year then ended as a result of implementing FIN 48. At
      the
      adoption date of January 1, 2007 and at December 31, 2007, the Company did
      not
      have any unrecognized tax benefits. The Company’s practice is to recognize
      interest and/or penalties related to income tax matters in income tax expense.
      As of January 1, 2007 and December 31, 2007, the Company had no accrued interest
      or penalties. The Company currently has no federal or state tax examinations
      in
      progress nor has it had any federal or state tax examinations since its
      inception. All of the Company’s tax years are subject to federal and state tax
      examination.





**3.**
            **Notes
                Payable - Related Parties**





During
      2007, the Company entered into two loan agreements, consisting of an $8,000
      loan
      with a stockholder and a $16,000 loan with an entity owned by certain
      stockholders of the Company. Any amounts outstanding under the loans accrue
      interest at 10% per year computed on actual days outstanding in a 365 day year.
      Interest expense, of $1,856, for the year ended December 31, 2007 is included
      in
      accrued expenses. The $16,000 loan and the related accrued interest was due
      on
      September 5, 2007. The $8,000 loan and the related accrued interest was due
      on
      October 27, 2007. As of March 17, 2008, these loans remain unpaid.





**4.**
            **Related
                Party Transactions**





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




F-7




**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Notes
      to Financial Statements**





**5.**
            **Recent
                Accounting Pronouncements**





During
      2006, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Standards No. 157 (“FAS 157”), “Fair Value Measurements,” that defines
      fair value, establishes a framework for measuring fair value in generally
      accepted accounting principles (GAAP), and expands disclosures about fair value
      measurements. This Statement applies under other accounting pronouncements
      that
      require or permit fair value measurements. Prior to this Statement, there were
      different definitions of fair value and limited guidance for applying those
      definitions in GAAP. Moreover, that guidance was dispersed among many accounting
      pronouncements that require fair value measurements. Differences in that
      guidance created inconsistencies that added to the complexity in applying GAAP.
      The changes to current practice resulting from the application of this Statement
      relate to the definition of fair value, the methods used to measure fair value,
      and the expanded disclosures about fair value measurements. FAS 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. The Company does not expect
      the adoption of FAS 157 to have an effect on its financial statements.





In
      February 2007, the FASB issued Statement of Financial Standards No. 159 (“FAS
      159”), “The Fair Value Option for Financial Assets and Financial Liabilities,”
which permits entities to choose to measure many financial instruments and
      certain other items at fair value which are not currently required to be
      measured at fair value. FAS 159 is effective for financial statements issued
      for
      fiscal years beginning after November 15, 2007, and interim periods within
      those
      fiscal years. The Company does not expect the adoption of FAS 159 to have an
      effect on its financial statements.





In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      141(revised) (“FAS 141R”) which retains the purchase method of accounting for
      acquisitions, but requires a number of changes, including changes in the way
      assets and liabilities are recognized in the purchase accounting. It also
      changes the recognition of assets acquired and liabilities assumed arising
      from
      contingencies, requires the capitalization of in-process research and
      development at fair value, and requires the expensing of acquisition-related
      costs as incurred. FAS 141R is effective for annual periods beginning on or
      after December 15, 2008. The Company does not expect the adoption of FAS 141R
      to
      have an effect on its financial statements.





In
      December 2007, the FASB issued Statement of Financial Accounting Standards
      160
      (“FAS 160”) which changes the accounting and reporting for minority interests.
      Minority interests will be recharacterized as noncontrolling interests and
      will
      be reported as a component of equity separate from the parent’s equity, and
      purchases or sales of equity interests that do not result in a change in control
      will be accounted for as equity transactions. In addition, net income
      attributable to the noncontrolling interest will be included in consolidated
      net
      income on the face of the income statement and, upon a loss of control, the
      interest sold, as well as any interest retained, will be recorded at fair value
      with any gain or loss recognized in earnings. FAS 160 is effective for annual
      periods beginning on or after December 15, 2008. The Company does not expect
      the
      adoption of FAS 160 to have an effect on its financial statements.




F-8




**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Notes
      to Financial Statements**





Management
      does not believe that any other recently issued, but not yet effective
      accounting pronouncements, if adopted, would have a material effect on the
      accompanying financial statements.





**6.**
            **Stockholders’
                Equity**





The
      Company’s common stock stockholders shall be entitled to cast one vote for each
      common share held at all stockholders’ meetings for all purposes, including the
      election of directors. The common stock does not have cumulative voting
      rights.





The
      Board
      of Directors may issue the preferred stock 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 may
      determine.




F-9




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





None.





**Item
      8A. Controls and Procedures.**





Evaluation
      of Disclosure Controls and Procedures.




We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Exchange Act is recorded, processed, summarized and reported within the time
      periods specified in the SEC’s rules, regulations and related forms, and that
      such information is accumulated and communicated to our principal executive
      officer and principal financial officer, as appropriate, to allow timely
      decisions regarding required disclosure.





Our
      management is also responsible for establishing and maintaining adequate
      internal control over financial reporting.  The Company’s internal control
      over financial reporting is designed to provide reasonable assurance regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles.





As
      of
      December 31, 2007, we carried out an evaluation, under the supervision and
      with
      the participation of our principal executive officer and our principal financial
      officer of the effectiveness of the design and operation of our disclosure
      controls and procedures. Based on this evaluation, our principal executive
      officer and our principal financial officer concluded that our disclosure
      controls and procedures were effective as of the end of the period covered
      by
      this report.





This
      Annual Report does not include an attestation report of the Company’s registered
      public accounting firm regarding internal control over financial reporting.
       Management’s report was not subject to attestation by the Company’s
      registered public accounting firm pursuant to temporary rules of the SEC that
      permit the Company to provide only management’s report in this Annual
      Report.





Changes
      in Internal Controls.




There
      have been no changes in our internal controls over financial reporting during
      the period covered by this report that has materially affected or is reasonably
      likely to materially affect our internal controls. This
      annual report does not include a report of management's assessment regarding
      internal control over financial reporting or an attestation report of the
      company's registered public accounting firm due to a transition period
      established by rules of the SEC for newly public companies.





**Item
      8B. Other Information.**





None.





**PART
      III**





**Item
      9. Directors and Executive Officers of the Company.**





(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, 2007:





**Name**
            
            **Age**
            
            **Position**
            
            **Term**Paul
                T. Mannion, Jr.
            
            44
            
            President
                and Director
            
            May
                26, 2005 thru PresentAndrew
                Reckles
            
            37
            
            Secretary
                and Director
            
            May
                26, 2005 thru Present




11




**Paul
      T. Mannion, Jr., President and Director.** Paul T.
      Mannion, Jr. has served as the President and Director of the Company since
      May
      26, 2005. Mr. Mannion has been a Managing Director with HPC Capital Management
      Corp., an investment banking firm with locations in Georgia and New York City
      since May of 2001. Since 2001, Mr. Mannion has served as a General Partner
      of
      PEF Advisors, LLC, an investment advisory firm based in Atlanta Georgia. Prior
      to his position at HPC Capital Management Corp., Mr. Mannion served as Managing
      Director of the Investment Banking Division at vFinance Capital (previously
      known as Union Atlantic Capital, L.C.), an investment banking firm located
      in
      Miami, Florida, from January 2000 through June 2001. Mr. Mannion also served
      as
      President of Union Atlantic Capital, L.C. between May 2000 and April 2001.
      From
      November 1995 to September 1999, Mr. Mannion was Senior Vice President of JW
      Genesis Securities, Inc, a NYSE member firm. Mr. Mannion held a Senior Vice
      President position with Josephthal & Co., Inc. (previously Josephthal, Lyon
& Ross, Inc.), another NYSE member firm, for five years and was also
      associated with the following firms, First Atlanta Securities, LLC, Oppenheimer
      & Co. and Paine Webber, Inc. Mr. Mannion received a degree with a double
      major in finance and accounting from the E. Claiborne Robins School of Business
      at the University of Richmond.





**Andrew
      Reckles** , **Secretary
      and Director.** Andrew
      Reckles has served as the Secretary and Director of the Company since May 26,
      2005. Mr. Reckles has been a Registered Person at HPC Capital Management Corp.,
      an investment banking firm with locations in Georgia and New York City since
      May
      of 2001. Since 2001, Mr. Reckles has served as a General Partner of PEF
      Advisors, LLC, an investment advisory firm based in Atlanta Georgia. Mr. Reckles
      served as Managing Director of the Investment Banking Division at vFinance
      Capital (previously known as Union Atlantic Capital, L.C.), an investment
      banking firm located in Miami, Florida, from January 2000 through June 2001.
      Mr.
      Reckles was Managing Director of Corporate Finance at First Atlanta Securities,
      LLC between August 1999 and December 1999. From November 1995 to August 1999,
      Mr. Reckles was a Senior Vice President for JW Genesis Securities, Inc. Mr.
      Reckles was also associated with Prudential Securities Incorporated and
      Josephthal & Co., Inc. (previously Josephthal, Lyon & Ross, Inc.). Mr.
      Reckles attended Arizona State University.





The
      Company’s officers and directors are elected annually for a one year term or
      until their respective successors are duly elected and qualified or until their
      earlier resignation or removal.




(b)
      Significant Employees.





As
      of the
      date hereof, the Company has no significant employees.




(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 Company during the past five years.




**Compliance
      with Section 16(a) of the Exchange Act**




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 on 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.




Based
      solely on the Company’s review of the copies of the forms received by it during
      the fiscal year ended December 31, 2007 and written representations that no
      other reports were required, the Company believes that no persons who, at any
      time during such fiscal year, was a director, officer or beneficial owner of
      more than 10% of Common Stock failed to comply with all Section 16(a)
      filing requirements during such fiscal year.




12





**Code
      of Ethics**





The
      Company has not yet 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.





**Nominating
      Committee**





We
      have
      not adopted any procedures by which security holders may recommend nominees
      to
      our Board of Directors.





**Audit
      Committee**





The
      Board
      of Directors acts as the audit committee. 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.





**Item
      10. Executive Compensation.**





The
      following table sets forth the cash compensation paid by the Company to its
      President for services rendered during the fiscal years ended December 31,
      2007,
      2006 and 2005.





Name
                and Position
            
            Year
            
            Total
                CompensationPaul
                T. Mannion, Jr., President
            
            
            2007
              2006
              2005
            
            
            None
              None
              None





**Director
      Compensation**





We
      do not
      currently pay any cash fees to our officers and directors, nor do we pay their
      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 31, 2008, 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.





Name
                and Address
            
            Amount
                and Nature ofBeneficial
                Ownership
            
            Percentage
              of
                ClassPaul
                T. Mannion, Jr. (1)
              300
                Colonial Center Parkway
              Suite
                260
              Roswell,
                Georgia 30076
            
            
            500,000
            
            
            33.3
            %Andrew
                Reckles (2)
              300
                Colonial Center Parkway
              Suite
                260
              Roswell,
                Georgia 30076
            
            
            500,000
            
            
            33.3
            %Robert
                Prag
              c/o
                The Del Mar Consulting Group, Inc.
              12220
                El Camino Real, Suite 400
              San
                Diego, CA 92130
            
            
            500,000
            
            
            33.3
            %All
                Directors and Officers as a Group
              (2
                individuals)
            
            
            1,000,000
            
            
            66.66
            %





(1)
            Mr.
                Mannion, Jr. is the President and director of the
                Company.


(2)
            Mr.
                Reckles is the Secretary and director of the
                Company.




13




**Item
      12. Certain Relationships and Related Transactions.**





On
      March
      5, 2007, the Company entered into a loan agreement (the “March Loan Agreement”)
      in the amount of $16,000 with an entity owned by certain stockholders of the
      Company (the “March Loan”).  On April 27, 2007, the Company entered into a
      loan agreement (the “April Loan Agreement” and together with the March Loan
      Agreement, the “Loan Agreements”) in the amount of $8,000 with a principal
      stockholder of the Company (the “April Loan” and together with the March Loan,
      the “Loans”).  Any amounts outstanding under the Loans accrue interest at
      the rate of 10% per year computed on actual days outstanding in a 365 day
      year.  The balance of the Loans and any unpaid accrued interest ($1,856 at
      December 31, 2007) were due in full upon the earlier of (i) the closing of
      a
      reverse merger, share exchange or similar business combination, (ii) September
      5, 2007, with respect to the March Loan Agreement, or October 27, 2007, with
      respect to the April Loan Agreement, or (iii) an event of default.  As of
      March 31, 2008, the Loans and accrued interest were unpaid.  Under the
      terms of the Loan Agreements, the Company’s default in payment of principal
      amounts of the Loans when due is deemed an “Event of Default.”  Immediately
      upon the occurrence of an Event of Default, at the lender’s option, the entire
      principal amount and all other amounts payable shall become due and
      payable.  Accordingly, the lenders may demand payment of the aggregate
      $24,000 due to them by the Company at any time.  There is no assurance that
      the Company will have the capital resources to satisfy these
      obligations.





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.**





Index
      to
      Exhibits




Exhibit
              
              Description3.1
              
              Certificate
                  of Incorporation, as filed with the Delaware Secretary of State
                  on May 26,
                  2005.*3.2
              
              By-laws
  14
  31.1
              
              Certification
                  of the Company’s Principal Executive 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,
                  2007.31.2
              
              Certification
                  of the Company’s 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,
                  2007.32.1
              
              Certification
                  of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section
                  1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
                  Act of
                  2002.32.2
              
              Certification
                  of the Company’s 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,
                as
                filed with the Securities and Exchange Commission on January 12,
                2006, and
                incorporated herein by this
                reference.




**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
      audits of our annual financial statements and reviews of financial statements
      included in our quarterly reports on Form 10-QSB or services that are normally
      provided in connection with statutory and regulatory filings were $17,000 for
      the fiscal year ended December 31, 2006 and $17,500 for the fiscal year ended
      December 31, 2007.





**Audit-Related
      Fees**





There
      were no fees billed by Raich Ende for assurance and related services that are
      reasonably related to the performance of the audit or review of the Company’s
      financial statements for the fiscal years ended December 31, 2006 and December
      31, 2007.





**Tax
      Fees**





The
      aggregate fees billed by Raich Ende for professional services for tax
      compliance, tax advice, and tax planning were $1,000 for the fiscal year ended
      December 31, 2006 and $500 for the fiscal year ended December 31, 2007.





**All
      Other Fees**





There
      were no fees billed by Raich Ende for other products and services for the fiscal
      years ended December 31, 2006 and December 31, 2007.





**Audit
      Committee’s Pre-Approval Process**





The
      Board
      of Directors acts as the audit committee of the Company, and accordingly, all
      services are approved by all the members of the Board of Directors.


15





**SIGNATURES**





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


**BLACK
              NICKEL ACQUISITION CORP. III**Dated:
              March 31, 2008
            By:
            /s/
              Paul
              T. Mannion, Jr.Paul
              T. Mannion, Jr.
              President
                and Director


Dated:
              March 31, 2008
            By:
            /s/
              Andrew RecklesAndrew
              Reckles
              Secretary
                and Director


16