UNITED STATES
                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                       Form 10-KSB

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
  OF 1934
                     For the fiscal year ended August 31, 2004.
___ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                     For the transition period from ____ to ____.

                             SUNBURST ACQUISITIONS III, INC.
                        (Name of small business in its charter)


 Colorado                              0-23559               84-14320001
(State or other jurisdiction     (Commission File Number)  (IRS Employer
of incorporation)                                       Identification Number)





                                4807 S. Zang Way
                               Morrison, Colorado  80465
(         Address of principal executive offices)  (Zip Code)


Issuer's telephone number, including area code: (303) 979-2404
Securities to be registered under Section 12(b) of the Act:  None


Title of each class N/A


Securities to be registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)


Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days. [ ] Yes [ [X ] No

Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]


State issuer's revenues for its most recent fiscal year: $ 0.


State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. (See
definition of affiliate in Rule 12b-2 of the Exchange Act.)


(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court. [ ]Yes [ ]
No

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of August 31, 2004,
the Company had 33,303,840 shares outstanding.


DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly
describe them and identify the part of the Form 10-KSB (e.g., Part I,
Part II, etc.) into which the document is incorporated: (1) any annual
report to security holders; (2) any proxy or information statement; and
(3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities
Act of 1933 ("Securities Act"). The listed documents should be clearly
described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1990).


Transitional Small Business Disclosure Format (Check one): Yes ____; No
_X__



ITEM 1.        DESCRIPTION OF BUSINESS.

General
The Company was incorporated under the laws of the State of Colorado on
August 27, 1997, and is in the early developmental and promotional
stages. To date the Company's only activities have consisted of the
raising of capital and efforts to seek one or more properties or
businesses for acquisition. The Company has not commenced any commercial
operations. The Company has no full-time employees and owns no real
estate.

The Company's business plan has always been to seek, investigate, and, if
warranted, acquire one or more properties or businesses. Such an
acquisition may be made by purchase, merger, exchange of stock, or
otherwise, and may encompass assets or a business entity, such as a
corporation, joint venture, or partnership. The Company has very limited
capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity. The Company intends
to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

PRIOR BUSINESS ACTIVITIES
As of August 30, 1999, the Company entered into an Agreement and Plan of
Reorganization with American Recruitment Conferences, Inc., a California
corporation ("ARC"), and Workseek.com, a California corporation
("Workseek"). ARC and Workseek, which are affiliated companies, were to
be acquired by the Company in a reverse acquisition transaction,
resulting in the shareholders of ARC and Workseek obtaining control over
the Company. A series of transactions were contemplated by the Agreement,
including implementation of a 16.16-to-1 forward split, voluntary
surrender for cancellation of shares by the existing shareholders of the
Company, and issuance of new shares to the ARC and Workseek shareholders.
In contemplation of the ARC/Workseek acquisition, the contemplated
forward split was completed and shares of the Company's Common Stock were
sold in a private placement in August and September 1999, with the cash
proceeds loaned to ARC. In the private placement, a total of 1,000,000
post-split shares were sold for $1,400,000 in cash and $600,000 in
receivables assigned to the Company. Also in contemplation of completion
of the ARC/Workseek acquisition, a total of 8,015,360 common shares were
voluntarily surrendered for cancellation by Company officers and other
shareholders.

The ARC/Workseek acquisition was not completed, and no payments were made
under the terms of the promissory note. Collection of the promissory note
is considered doubtful.

Efforts by Company management to negotiate some type of final resolution
of the matter were not successful. As a result, the note has been offset
by a full allowance for realization and no further efforts to resolve the
matter either through negotiation or legal action are expected or
contemplated.

CURRENT BUSINESS ACQUISITION ACTIVITIES
As of the end of its fiscal year August 31, 2004, the Company had not
identified a business opportunity that it planned to pursue, nor had the
Company reached any agreement or definitive understanding with any person
concerning an acquisition.

No assurance can be given that the Company will be successful in finding
or acquiring a desirable business opportunity, given the limited funds
that are expected to be available for acquisitions. The Company's search
will continue to be directed toward enterprises which have a desire to be
become a public corporation and which have a business plan designed to
allow them to take advantage of opportunities available to public
entities. This includes entities which have been recently organized, with
no operating history, or a history of losses attributable to under-
capitalization or other factors, entities in need of funds to develop a
new product or service or to expand into a new market, entities which
desire to use their securities to make acquisitions, and entities which
have a combination of these characteristics.

In searching for investment opportunities, the Company is not restricted
to any particular geographical area or industry. Therefore, subject to
economic conditions, limitations on its ability to locate available
business opportunities, and other factors, the Company has substantial
discretion in selecting an appropriate business opportunity.

In connection with any acquisition, it is highly likely that an amount of
stock constituting control of the Company would be issued by the Company
or purchased from the Company's current principal shareholders by the
target entity or its controlling shareholders.


Other Entities
The officers, directors and principal shareholders of the Company are
also the officers, directors and principal shareholders of several other
blind pool or blank check corporations. Each of these other corporations
has the same business plan as the Company.

Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other company's management and personnel, the anticipated acceptability
of new products or marketing concepts, the merit of technological
changes, and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria.
In many instances, it is anticipated that the historical operations of a
specific firm may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change or
substantially augment management, or make other changes.

Because the Company may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further
risks, because management in many instances will not have proved its
abilities or effectiveness, the eventual market for such company's
products or services will likely not be established, and such company may
not be profitable when acquired.

It is anticipated that the Company will not be able to diversify, but
will essentially be limited to one such venture because of the Company's
limited financing. This lack of diversification will not permit the
Company to offset potential losses from one business opportunity against
profits from another, and should be considered an adverse factor
affecting any decision to purchase the Company's securities.

It is emphasized that management of the Company may effect transactions
having a potentially adverse impact upon the Company's shareholders
pursuant to the authority and discretion of the Company's management to
complete acquisitions without submitting any proposal to the stockholders
for their consideration. Company management does not generally anticipate
that it will provide holders of the Company's securities with financial
statements, or any other documentation, concerning a target company or
its business prior to any merger or acquisition. In some instances,
however, the proposed participation in a business opportunity may be
submitted to the stockholders for their consideration, either voluntarily
by Company management which elects to seek the stockholders' advice and
consent, or because state law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors. Although
there are no current plans to do so, Company management might hire an
outside consultant to assist in the investigation and selection of
business opportunities, and in that event, might pay a finder's fee.
Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of
business opportunities, no policies have been adopted regarding use of
such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of
service, or regarding the total amount of fees that may be paid. However,
because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in
cash. Otherwise, the Company anticipates that it will consider, among
other things, the following factors:

(1)         Potential for growth and profitability,
            indicated by new technology, anticipated market expansion,
            or new products;

(2)        Strength and diversity of existing management,
           or management prospects that are scheduled for
           recruitment;

(3)        Capital requirements and anticipated
           availability of required funds, to be provided from
           operations, through the sale of additional securities,
           through joint ventures or similar arrangements, or from
           other sources;

(4)        The Company's perception of how any particular
           business opportunity will be received by the investment
           community and by the Company's stockholders;

(5)        The availability of audited financial
           statements for the business opportunity; and

(6)        Whether, following the business combination,
           the financial condition of the business opportunity would
           be, or would have a significant prospect in the
           foreseeable future of becoming sufficient to enable the
           securities of the Company to qualify for listing on an
           exchange or on a national automated securities quotation
           system, such as NASDAQ.

No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt to
analyze all factors appropriate to the opportunity and make a
determination based upon reasonable investigative measures and available
data. Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited
experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.
The Company is unable to predict when it may participate in a business
opportunity and it has not established any deadline for completion of a
transaction. It expects, however, that the process of seeking candidates,
analysis of specific proposals and the selection of a business
opportunity may require several additional months or more.

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company
to be attractive. These include acquisition candidates desiring to create
a public market for their shares in order to enhance liquidity for
current shareholders, acquisition candidates which have long-term plans
for raising equity capital through the public sale of securities and
believe that the possible prior existence of a public market for their
securities would be beneficial, and acquisition candidates which plan to
acquire additional assets through issuance of securities rather than for
cash, and believe that the possibility of development of a public market
for their securities will be of assistance in that process. Acquisition
candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.


Form of Acquisition
It is impossible to predict the manner in which the Company may
participate in a business opportunity. Specific business opportunities
will be reviewed as well as the respective needs and desires of the
Company and the promoters of the opportunity and, upon the basis of that
review and the relative negotiating strength of the Company and such
promoters, the legal structure or method deemed by management to be
suitable will be selected. Such structure may include, but is not limited
to leases, purchase and sale agreements, licenses, joint ventures and
other contractual arrangements. The Company may act directly or
indirectly through an interest in a partnership, corporation or other
form of organization. Implementing such structure may require the merger,
consolidation or reorganization of the Company with other corporations or
forms of business organization. In addition, the present management and
stockholders of the Company most likely will not have control of a
majority of the voting shares of the Company following a reorganization
transaction. As part of such a transaction, the Company's directors may
resign and new directors may be appointed without any vote by
stockholders.


It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company. Although the terms of any such transaction
cannot be predicted, it should be noted that in certain circumstances the
criteria for determining whether or not an acquisition is a so-called
"tax free" reorganization under the Internal Revenue Code of 1986,
depends upon the acquisition by the acquiring company of at least 80% of
the outstanding shares of the Company to be acquired. In order to acquire
80% or more of the outstanding stock of a business to be acquired, it is
likely that the Company would be required to issue a substantial number
of shares. This could result in substantial additional dilution in the
equity of those who were stockholders of the Company prior to such
reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a
controlling interest in the Company by the current officers, directors
and principal shareholders. (See "Description of Business - General").
It is anticipated that any securities issued in any reorganization would
be issued in reliance upon exemptions, if any are available, from
registration under applicable federal and state securities laws. In some
circumstances, however, as a negotiated element of the transaction, the
Company may agree to register such securities either at the time the
transaction is consummated, or under certain conditions at specified
times thereafter. The issuance of substantial additional securities and
their potential sale into any trading market that might develop in the
Company's securities may have a depressive effect upon such market.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of
such agreement cannot be predicted, generally such an agreement would
require specific representations and warranties by all of the parties
thereto, specify certain events of default, detail the terms of closing
and the conditions which must be satisfied by each of the parties thereto
prior to such closing, outline the manner of bearing costs if the
transaction is not closed, set forth remedies upon default, and include
miscellaneous other terms.


Competition
The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities
than the Company and will therefore be in a better position than the
Company to obtain access to attractive business opportunities. The
Company also will experience competition from other public "blind pool"
companies, many of which may have more funds available than does the
Company.


Administrative Offices
The Company currently maintains a mailing address at 4807 S. Zang Way,
Morrison, Colorado 80465, which is the office address of its President.
The Company's telephone number there is (303) 979-2404.
Other than this mailing address, the Company does not currently maintain
any other office facilities, and does not anticipate the need for
maintaining office facilities at any time in the foreseeable future. The
Company pays no rent or other fees for the use of this mailing address.


Employees
The Company is a development stage company and currently has no
employees. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need to
engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability
will be addressed in connection with the decision whether or not to
acquire or participate in specific business opportunities. No
remuneration will be paid to the Company's officers except as set forth
under "Executive Compensation" and under "Certain Relationships and
Related Transactions."
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. Except for historical
matters, the matters discussed in this Form 10-KSB are forward-looking
statements based on current expectations, and involve risks and
uncertainties. Forward-looking statements include, but are not limited
to, statements under the following headings:

(i)         "Description of Business - General" - the
             general description of the Company's plan to seek a merger
             or acquisition candidate, and the types of business
             opportunities that may be pursued.

(ii)         "Description of Business - Investigation and
              Selection of Business Opportunities" - the steps which may
              be taken to investigate prospective business
              opportunities, and the factors which may be used in
              selecting a business opportunity.

(iii)         "Description of Business - Form of
               Acquisition" - the manner in which the Company may
               participate in a business acquisition.

The Company wishes to caution the reader that there are many
uncertainties and unknown factors which could affect its ability to carry
out its business plan in the manner described herein.



ITEM 2.         DESCRIPTION OF PROPERTY.
The Company currently maintains a mailing address at 4807 S. Zang Way,
Morrison, Colorado 80465, which is the address of its President. The
Company pays no rent for the use of this mailing address, however, for
financial statement purposes, the Company is accruing $50 per month as
additional paid-in capital for this use. The Company does not believe
that it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations described herein. The
Company's telephone number is (303) 979-2404.



The Company currently has no investments in real estate, real estate
mortgages, or real estate securities, and does not anticipate making any
such investments in the future. However, the policy of the Company with
respect to investment in real estate assets could be changed in the
future without a vote of security holders.


ITEM 3.        LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated. No director, officer or
affiliate of the Company, and no owner of record or beneficial owner of
more than five percent (5%) of the securities of the Company, or any
associate of any such director, officer or security holder is a party
adverse to the Company or has a material interest adverse to the Company
in reference to pending litigation.



ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the security holders of the
Company during the fourth quarter of the fiscal year which ended August
31, 2004.


PART II


ITEM 5.         MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Although the Company's shares were approved for trading on the OTC
Bulletin Board on approximately November 19, 1998, under the trading
symbol "SBSQ," no actual public trading of such shares has ever occurred
and no bid or asked prices have been posted. It is not anticipated that
any actual trading activity will occur until the Company has completed a
merger or acquisition transaction. The Company's securities are currently
held of record by a total of approximately 62 persons.

No dividends have been declared or paid on the Company's securities, and
it is not anticipated that any dividends will be declared or paid in the
foreseeable future.


ITEM 6.         MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Certain statements in this report, including statements in the following
discussion which are not statements of historical fact, are what are
known as "forward looking statements," which are basically statements
about the future. For that reason, these statements involve risk and
uncertainty since no one can accurately predict the future. Words such as
"plans," "intends," "will," "hopes," "seeks," "anticipates," "expects
"and the like often identify such forward looking statements, but are not
the only indication that a statement is a forward-looking statement. Such
forward looking statements include statements concerning our plans and
objectives with respect to the present and future operations of the
Company, and statements which express or imply that such present and
future operations will or may produce revenues, income or profits.
Numerous factors and future events could cause the Company to change such
plans and objectives or fail to successfully implement such plans or
achieve such objectives, or cause such present and future operations to
fail to produce revenues, income or profits. Therefore, the reader is
advised that the following discussion should be considered in light of
the discussion of risks and other factors contained in this report on
Form 10KSB and in the Company's other filings with the Securities and
Exchange Commission. No statements contained in the following discussion
should be construed as a guarantee or assurance of future performance or
future results.

Liquidity and Capital Resources
As of August 31, 2004, the Company remains in the development stage. For
the fiscal year ended August 31, 2004, the Company's balance sheet
reflects current asset and total assets of $0, and total current
liabilities of $22,078.

Results of Operations
During the period from August 27, 1997 (inception) through August 31,
2004, the Company has accumulated a deficit of $2,092,542. This deficit
is primarily the result of a $2,000,000 valuation allowance taken against
a promissory note from American Recruitment Conferences, Inc., a
California corporation ("ARC") and Workseek.com, Inc., a California
corporation ("Workseek"). The promissory note was issued to the Company
to evidence a loan made in conjunction with execution of an Agreement and
Plan of Reorganizaton with ARC and Workseek, dated August 30, 1999. The
proposed transaction was not consummated and recovery of the amount due
under the promissory note was doubtful. As a result, as of August 31,
2000, the promissory note receivable was offset by a full allowance for
realization.

During the period from inception to August 31, 2004, the Company has
engaged in no significant operations other than organizational
activities, acquisition of capital, preparation and filing of the
registration of its securities under the Securities Exchange Act of 1934,
as amended, compliance with its periodical reporting requirements, and
efforts to locate a suitable merger or acquisition candidate. No revenues
were received by the Company during this period.

Plan of Operations
From the date of filing of its registration statement under the
Securities Exchange Act of 1934 (December 29, 1997) until the end of the
fourth quarter of its 2001 fiscal year, the Company filed all required
periodic reports under the Securities Exchange Act of 1934. After
completing the filing of the report on Form 10KSB for the fiscal year
ended August 31, 2001, the Company ceased filing reports in order to
avoid incurring additional legal and accounting expenses.  The Company
recently resumed reporting under the Exchange Act.

After the 2001 fiscal year, the Company remained dormant throughout the
fiscal years ending August 31, 2002 and August 31, 2003. The Company
incurred a total of $21,511 in legal and professional fees in 2004,
related primarily to catch-up filings with the Securities and Exchange
Commission.

Plan of Operations
The Company's plan of operations since August 31, 2001 was to remain
dormant in order to avoid incurring legal and accounting fees related to
compliance with its reporting obligations. However, in February 2004
there was a change of control, and the Company elected to begin taking
the steps necessary to file all delinquent reports and to once again
become current in compliance with its reporting obligations under the
Securities Exchange Act of 1934. As of the date of filing of this report
on Form 10KSB for the fiscal year ended August 31, 2004, the Company is
continuing with its efforts at compliance with its reporting obligations
under the Securities Exchange Act of 1934.

For the fiscal year ending August 31, 2004, the Company's plan of
operations is to remain current in compliance with its reporting
obligations under the Securities Exchange Act of 1934 and to engage in
efforts to locate a suitable merger or acquisition candidate. The Company
will require additional capital in order to pay the costs associated with
making required filings and seeking out suitable merger or acquisition
candidates.

Need for Additional Financing
The Company will require additional capital in order to meet its cash
needs for the next year, including the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934,
as amended.

Current management has made a commitment to provide funding for the the
administration of the Company, including the location of a merger or
acquisition candidate. The funding was provided in the form of secured
promissory notes convertible to the Company's common stock.

Approximately $22,000 was advanced to the prior to and immediately after
the August 31, 2004 year end.  Management has made no firm formal
commitment to advance funds to the Company.  Accordingly, there can be no
assurance that any additional funds will be available to the Company to
allow it to cover its expenses. Notwithstanding the foregoing, to the
extent that additional funds are required, the Company anticipates
receiving such funds in the form of loans or advancements from current
shareholders, or through the private placement of restricted securities
rather than through a public offering.

The Company may also seek to compensate providers of services by
issuances of stock in lieu of cash. For information as to the Company's
policy in regard to payment for consulting services, see "Certain
Relationships and Transactions."


ITEM 7.        FINANCIAL STATEMENTS.
See the following pages.




SUNBURST ACQUISITIONS III, INC.
(A Development Stage Company)
Report of Independent Registered Public Accounting Firm       F-1
Balance Sheet                                                 F-2
Statements of Operations                                      F-3
Statement of Stockholders' Equity (Deficit)                   F-4
Statement of Stockholders' Equity (Deficit)                   F-5
Statements of Cash Flows                                      F-6
Notes to Financial Statements                                 F-7



<Letterhead of Independent Registered Public Accounting Firm>

                                                    Larry O'Donnell, CPA, P.C.
                                                      Telephone (303) 745-4545
                                              2228 South Fraser Street, Unit 1
                                                        Aurora, Colorado 80014



           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Sunburst Acquisition III, Inc.

I have audited the accompanying balance sheet of Sunburst Acquisition
III, Inc. as of August 31, 2004, and the related statements of
operations, changes in stockholders' equity and cash flows for each of
the two fiscal years then ended and for the period from inception August
27, 1997 to August 31, 2004. These financial statements are the
responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audits. The
financial statements of Sunburst Acquisition III, Inc. for the period
from August 27, 1997 (Date of Inception) to August 31, 2001, were audited
by other auditors whose report dated October 16, 2001, expressed an
unqualified opinion on those statements.

I conducted my audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that I 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. I believe that my audits provide a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Sunburst Acquisition
III, Inc. as of August 31, 2004, and the results of its operations and
their cash flows for each of the two fiscal years then ended and for the
period from inception August 27, 1997 to August 31, 2004, in conformity
with generally accepted accounting principles in the United States of
America.


Larry O'Donnell, CPA, P.C.
December 27, 2004
                                     F-1



                       Sunburst Acquisitions III, Inc.
                        (A Development Stage Company)
                                 BALANCE SHEET
                                August 31, 2004

ASSETS

CURRENT ASSETS
Cash and cash equivalents                                       $        -
Note receivable (net of valuation allowance of $2,000,000)               -
                                                                  ---------
Total current assets                                                     -
                                                                  ---------


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


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable                                                   $ 5,595
Accounts payable - related party                                    16,483
                                                                  ---------
Total current liabilities                                           22,078

STOCKHOLDERS' DEFICIT
Preferred stock, no par value; 20,000,000 shares
authorized; No shares issued and outstanding                             -
Common stock, no par value; 100,000,000
shares authorized; 33,303,840 shares issued and
outstanding                                                      2,020,435
Additional paid-in capital                                          50,030
Common stock subscribed                                                  -
Deficit accumulated during the development stage                (2,092,542)
                                                                  ---------
Total stockholders' deficit                                        (22,078)

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

The accompanying notes are an integral part of the financial statements.
                                      F-2



                       Sunburst Acquisitions III, Inc.
                        (A Development Stage Company)
                          STATEMENTS OF OPERATIONS

<table>

                               <c>               <c>           <c>
                                  For the period
                                  from inception    For the year  For the year
                                  (August 27, 1997) ended         ended
                                  To August 31      August 31,    August 31,
                                  2004              2004          2003

REVENUES                                  $ 1,067         $ 1,067      $      -

EXPENSES
Amortization                                  300               -             -
Consulting fees                             4,935               -             -
General office                              2,227              48             -
Legal fees                                 45,889          14,889             -
Professional fees                          26,380           6,622             -
Rent                                        4,200             600           600
Taxes and licenses                            132               -            25
Transfer agent                              9,458           1,257         1,878
Valuation allowance                     2,000,000               -             -
                                        ---------          ------         -----
Total expenses                          2,093,610          23,415         2,478
                                        ---------       ---------      --------
NET LOSS                               (2,092,543)        (22,348)       (2,478)

Accumulated deficit
Balance, beginning
of period                                       -       (2,070,195)  (2,067,717)
                                        ---------       ----------    ---------
Balance, end of
Period                               $ (2,092,543)  $   (2,092,543) $(2,070,195)
                                        =========       ==========    =========


NET LOSS PER SHARE                       $ (0.06)          $ (NIL)      $ (NIL)
                                        =========       ==========    =========

WEIGHTED AVERAGE
NUMBER OF
SHARES OF COMMON
STOCK
AND COMMON STOCK
EQUIVALENTS
OUTSTANDING                            34,263,953        33,303,840  33,303,840
                                       ==========        ==========  ==========
</table>

The accompanying notes are an integral part of the financial statements.
                                      F-3


                       Sunburst Acquisitions III, Inc.
                        (A Development Stage Company)
                STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<S>                           <c>         <c>         <c>         <c>         <c>         <c>           <c>
                                                                                           Deficit
                                  Preferred stock       Common stock                       accumulated   Total
                                 ------------------    ------------------      Additional  during the    stock-
                               Number of              Number of                paid-in     developments  holders
                               shares        Amount   shares        Amount     capital     stage         equity
                              ----------   --------   ----------   --------   -----------  ------------  ------

Preferred stock issued for
   cash, August 27, 1997 at $0.001
   per share                      80,000  $   8,000            -         -              -             -  $ 8,000

Common stock issued for services,
   August 27, 1997, at $0.000062
   per share                           -          -   31,269,600     1,935              -             -    1,935

Net loss for the period ended
   August 31, 1997                     -          -            -         -              -       (1,935)   (1,935)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, August 31, 1997          80,000      8,000   31,269,300     1,935              -       (1,935)    8,000

Rent at no charge                      -          -            -         -            600            -       600

Common stock issued for services
   July 1998, at $0.00186
   per share                           -          -    1,616,000     3,000              -             -    3,000

Net loss for the year ended
   August 31, 1998                      -          -            -         -              -      (10,305)  (10,305)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, August 31, 1998         80,000      8,000    32,885,600     4,935            600       (12,240)    1,295

Rent at no charge                      -          -            -         -            600            -       600

Common stock issued for cash,
   January 1999, at $0.00155
   per share                           -          -    4,848,000     7,500              -             -    7,500

Preferred stock converted to
   common, May 1999 at $0.00309
   per share                    (80,000)    (8,000)    2,585,600     8,000              -             -        -

Common stock subscribed, year ended
   August 31, 1999                                                                                     2,000,000

Net loss for the year ended
   August 31, 1999                     -          -            -         -              -       (9,031)   (9,031)
                                --------   --------    ---------   -------      ---------     --------   -------

Balance, August 31, 1999               -          -   40,319,200    20,435          1,200      (21,271) 2,000,364

                                      F-4


                                                                                           Deficit
                                  Preferred stock       Common stock                       accumulated   Total
                                 ------------------    ------------------      Additional  during the    stock-
                               Number of              Number of                paid-in     developments  holders
                               shares        Amount   shares        Amount     capital     stage         equity
                              ----------   --------   ----------   --------   -----------  ------------  ------

Issuance of common stock subscribed
   September 1999, $2.00 per share                     1,000,000 2,000,000              -            -          -

Voluntary cancellation of outstanding
   shares, September 1999                             (8,015,360)        -              -            -          -

Rent at no charge                      -          -            -         -            600            -       600

Expenses paid by shareholder           -          -            -         -          1,444            -     1,444

Net loss for the year ended
   August 31, 2000                     -          -            -         -              -  (2,022,917)(2,022,917)
                                --------   --------    ---------   -------      ---------  ----------- ---------

Balance, August 31, 2000               -          -   33,303,840  2,020,435          3,244  (2,044,118) (20,509)

Rent at no charge                      -          -            -         -            600            -       600

Expenses paid by shareholder           -          -            -         -         30,962            -    30,962

Net loss for the year ended
   August 31, 2001                     -          -            -         -              -      (14,361)  (14,361)
                                --------   --------    ---------   -------      ---------  ----------- ---------

Balance, August 31, 2001               -          -   33,303,840  2,020,435         34,806  (2,058,549)   (3,308)

Rent at no charge                      -          -            -         -            600            -       600

Expenses paid by shareholder           -          -            -         -         11,884            -    11,884

Net loss for the year ended
   August 31, 2002                     -          -            -         -              -       (9,168)   (9,168)
                                --------   --------    ---------   -------      ---------  ----------- ---------

Balance, August 31, 2002               -          -   33,303,840  2,020,435         47,290  (2,067,717)        8

Rent at no charge                      -          -            -         -            600            -       600

Net loss for the year ended
   August 31, 2003                     -          -            -         -              -       (2,478)   (2,478)
                                --------   --------    ---------   -------      ---------  ----------- ---------

Balance, August 31, 2003               -          -   33,303,840  2,020,435         47,890  (2,070,195)    (1,870)

Rent at no charge                      -          -            -         -            600            -       600

Expenses paid by shareholder           -          -            -         -          1,540            -     1,540

Net loss for the year ended
   August 31, 2004                     -          -            -         -              -      (22,348)  (22,348)
                                --------   --------    ---------   -------      ---------  ----------- ---------

Balance, August 31, 2004               -   $      -   33,303,840 $2,020,435       $ 50,030 $(2,092,543) $(22,078)
                                ========   ========   ==========  =========       ========   =========   =======


</table>
 The accompanying notes are an integral part of the financial statements.
                                      F-5



                       Sunburst Acquisitions III, Inc.
                        (A Development Stage Company)
                           STATEMENTS OF CASH FLOWS

<table>

                               <c>               <c>           <c>
                                  For the period
                                  from inception    For the year  For the year
                                  (August 27, 1997) ended         ended
                                  To August 31      August 31,    August 31,
                                  2004              2004          2003
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss                          $ (2,092,543)       $ (22,348)      $ (2,478)
Adjustments to reconcile
net loss to net cash flows
from operating activities:
  Amortization                             300                -               -
  Rent expense                           4,200              600             600
  Stock issued for consulting
  fees                                   5,595            3,717           1,878
  Increase (decrease) in
    accounts payable                    16,484           16,413               -
                                    ----------         --------          -------
Net cash flows from operating
activities                          (2,061,029)          (1,548)              -

CASH FLOWS FROM INVESTING
ACTIVITIES
Increase in organization costs            (300)               -               -
                                    ----------         --------          ------
Net cash flows from investing
activities                                (300)               -               -

CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock             2,007,500               -                -
Issuance of preferred stock              8,000               -                -
Additional paid-in capital              45,830           1,540                -
                                    ----------         --------          ------
Net cash flows from financing
activities                           2,061,330           1,540                -
                                    ----------         --------          ------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                        -               (8)               -

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                         -                8                8
                                    ----------         --------          ------
CASH AND CASH EQUIVALENTS,
END OF PERIOD                      $        -         $      -          $     8
                                    =========         ========          =======
</table>
The accompanying notes are an integral part of the financial statements.
                                      F-6


                       Sunburst Acquisitions III, Inc.
                        (A Development Stage Company)
                        NOTES TO FINANCIAL STATEMENTS
                              August 31, 2004

1.        Summary of Significant Accounting Policies
Development Stage Company
Sunburst Acquisitions III, Inc. (a development stage company) (the
"Company") was incorporated under the laws of the State of Colorado on
August 27, 1997. The initial principal office of the corporation is 2082
Cherry Street, Denver, Colorado 80207.

The Company is a new enterprise in the development stage as defined by
Statement No. 7 of the Financial Accounting Standards Board. It has no
full-time employees and owns no real property. The Company intends to
operate as a capital market access corporation by registering with the
U.S. Securities and Exchange Commission under the Securities Exchange Act
of 1934. After this, the Company intends to seek to acquire one or more
existing businesses which have existing management, through merger or
acquisition. Management of the Company will have virtually unlimited
discretion in determining the business activities in which the Company
might engage. In 1999, the Company invested $2,000,000 in an acquisition
candidate as more fully described in footnote 6. There has been no
further activity in the Company since this investment.

Accounting Method
The Company records income and expenses on the accrual method.

Loss per Share
Loss per share was computed using the weighted average number of shares
of common stock outstanding during the period.

Organization Costs
Costs to incorporate the Company were originally capitalized to be
amortized over a sixty-month period. With the adoption of SOP 98-5, the
unamortized portion of these costs was written off to expense during the
year ended August 31, 1999.

Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and
liabilities which represents financial instruments (none of which are
held for trading purposes) approximate the carrying values of such
amounts.

Statements of Cash Flows
For purposes of the statements of cash flows, the Company considers all
highly liquid debt instruments purchased with an original maturity of
three months or less to be cash equivalents.

Use of Estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires the Company's
management to make estimates and assumptions that effect the amounts
reported in these financial statements and accompanying notes. Actual
results could differ from those estimates.

Consideration of Other Comprehensive Income Items
SFAF 130 - Reporting Comprehensive Income, requires companies to present
comprehensive income (consisting primarily of net income plus other
direct equity changes and credits) and its components as part of the
basic financial statements. For the year ended August 31, 2004, the
Company's financial statements do not contain any changes in equity that
are required to be reported separately in comprehensive income.

Stock Basis
Shares of common stock issued for other than cash have been assigned
amounts equivalent to the fair value of the service or assets received in
exchange.


2.        Stockholders' Equity
As of August 29, 1999, 2,035,000 shares of the Company's no par value
common stock had been issued for consulting services provided. The
services were converted to shares at $0.001 per share. As of August 29,
1999, 300,000 shares had been issued for cash at $0.025 per share, and
160,000 additional shares are outstanding as a result of the conversion
of preferred stock at $0.050 per share.

On August 30, 1999, the Company underwent a 16.16 for 1 forward stock
split of its then outstanding common shares. In addition, and in
anticipation of a merger that was not consummated, the Company sold in a
private placement a total of 1,000,000 post-split common shares at $2.00
per share. Proceeds were received in the form of $1,400,000 cash and
$600,000 in assigned conversion agreements, under which creditors of the
merger candidate had agreed to convert prior loans to the merger
candidate into common shares at the rate of $2.00 per share. The private
placement was completed in September 1999.

Officers and other stockholders also voluntarily cancelled 8,015,360
common shares as part of the agreement in September 1999.

All share and per share amounts have been restated. A total of 33,303,840
shares were outstanding at August 31, 2004.

As of August 31, 2004, all shares of the Company's no par value Series A
preferred stock have been converted to common stock.


3.        Related Party Transactions
Following the conversion of their preferred shares, the Company's
officers and directors were the owners of 26,082,240 shares of common
stock. These common shares owned by the directors account for
approximately 78% of the Company's issued and outstanding shares.
The Company's President is providing office space at no charge to the
Company. For purposes of the financial statements, the Company is
accruing $50 per month as additional paid-in capital for this use.


4.        Income Taxes
The Company has Federal net operating loss carryforwards of approximately
$2,064,700 expiring during the years 2018 and 2021. The tax benefit of
these net operating losses is approximately $392,000 and has been offset
by a full allowance for realization. This carryforward may be limited
upon the consummation of a business combination under IRC Section 381.
For the years ended August 31, 2004 and 2003, the valuation allowance
increased by approximately $4,500 and $500, respectively.


5.        Statement of Cash Flows
Non-cash investing and financing activities for the year ended August 31,
2000 included the assignment of notes receivable for stock in the amount
of $600,000. The stock subscription receivable of $129,000 was collected
in September 1999.


6.        Notes Receivable
In connection with a proposed merger with American Recruitment Systems,
Inc. ("ARS"), the cash proceeds from a private placement were advanced to
ARS pursuant to a promissory note and security agreement in the amount of
$1,400,000. This loan, which is secured by all of the merger candidate's
right of title and interest in accounts, equipment, general intangibles,
inventory, negotiable collateral, and proceeds from the disposition of
such collateral, was due and payable with interest at 10% per year on
January 23, 2000. The merger did not occur, no payment has been made, and
collection is doubtful. The note receivable has been offset by a full
allowance for realization.

In addition, agreements between third-party investors and ARS to acquire
up to $600,000 in equity interests in ARS were assigned to the Company,
which issued its own shares to the investors in lieu of ARS shares. This
increased the amount loaned or otherwise invested by the Company in ARS
to $2,000,000. No payment has been received on the $600,000 in assigned
conversion agreements and a full allowance for realization has been
recorded.


5.     Subsequent Events
On September 6, 2004, two promissory notes were issued to shareholders of
the Company in the amount of $22,203.86 for the conversion of related
party accounts payable. The notes, plus interest at 10%, are due upon
demand within thirty days after such demand is made in writing by the
holders.  The notes are secured by all assets of the Company.  The notes
can be converted in whole or in part at the option of the holder into
common stock of the Company at a conversion price of $0.0015 per share.
The holders of the notes have the right to require the Company to
register the conversion shares on future registration statements filed by
the Company.


6.     Expenses
Certain expenses have been reclassified to conform with current year
reporting of expenses.



ITEM 8.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.

None.


ITEM 8A.         CONTROLS AND PROCEDURES.
The Securities and Exchange Commission defines the term disclosure
controls and procedures to mean a company's controls and other procedures
that are designed to ensure that information required to be disclosed in
the reports that it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions rules and
forms. The Company maintains such a system of controls and procedures in
an effort to ensure that all information which it is required to disclose
in the reports it files under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods
specified under the SEC's rules and forms.

Based on an evaluation performed, the Company's certifying officers have
concluded that the disclosure controls and procedures were effective as
of August 31, 2004, to provide reasonable assurance of the achievement of
these objectives.

There was no change in the Company's internal control over financial
reporting during the fiscal year ended August 31, 2004, that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.


PART III

ITEM 9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The directors and executive officers currently serving the Company are as
follows:

Name                Age    Positions Held and Tenure

Jay Lutsky          62     President and a Director since August 1997
Michael R. Quinn    82    Secretary/Treasurer, and a Director since August 1997


The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-
year terms at the annual stockholders' meeting. Officers will hold their
positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between any of the directors or
officers of the Company and any other person pursuant to which any
director or officer was or is to be selected as a director or officer.
The directors and officers will devote their time to the Company's
affairs on an "as needed" basis, which, depending on the circumstances,
could amount to as little as two hours per month, or more than forty
hours per month, but more than likely will fall within the range of five
to ten hours per month.


Biographical Information

JAY LUTSKY
Mr. Lutsky has served as President, and as a Director of the Company
since its inception. From 1968 to 1974, Mr. Lutsky was employed at United
Bank of Denver in various management positions, including Guaranteed
Check Manager, Corporate Programs Manager and Executive Lending Officer.
From April 1974 through April 1980, Mr. Lutsky was involved in the
publishing and ski promotions business, serving as President of Mountain
States Ski Association, a company he helped to start. From August 1983
through September 1985, Mr. Lutsky worked in the positions of General
Manager of the SumFun Program, Regional marketing Manager, and Investor
Relations Manager for Gold C Enterprises, Inc., a publicly-traded
Colorado corporation that published discount coupon books. Since May of
1980, Mr. Lutsky has done business as Dolphin & Associates, a private
consulting firm and he has managed his personal investment portfolio.
Mr. Lutsky has served on the board and been president of several public
companies. From December 1986 through May, 1990, Mr. Lutsky served as
president of Eagle Venture Acquisitions, Inc. ("Eagle"). Eagle merged
with Network Financial Services, Inc. ("Network") in May 1990. Mr. Lutsky
continued on the board of Network which traded on the NASDAQ system until
December, 1993. Mr. Lutsky was a vice-president and served on the board
of Starlight Acquisitions, Inc. ("Starlight"), a blank check offering.
Starlight merged with Toucan Gold Corporation ("Toucan"), TUGO-Bulletin
Board, on May 10, 1996. Mr. Lutsky now serves as an advisor to the
current board of directors of Toucan. Until November, 1997, Mr. Lutsky
was an officer and served on the board of directors of Gatwick, Ltd., a
Regulation A public company. In November, 1997, Gatwick, Ltd., changed
its name to AIM Smart Corporation and completed a share acquisition
transaction with Smart AIM Corporation, a Michigan corporation. Mr.
Lutsky also currently serves on the board of directors of Sunburst
Acquisitions V, Inc., Sunburst Acquisitions VII, Inc. and Sunburst
Acquisitions VIII, Inc., all of which are blind pool or blank check
companies.

He earned a Bachelor of Science degree from Kent State University in
1967.

MICHAEL R. QUINN
Mr. Quinn has served as Secretary/Treasurer and Director of the Company
since its inception. He has been involved with several development stage
companies. He consults with companies contemplating trading publicly and
his services consist of corporate structuring, management, accounting,
productions, sales, etc. Mr. Quinn earned the degrees of Metallurgical
Engineer and Engineer of Mines at the Colorado School of Mines in 1946.
He did graduate work and was employed as a research assistant at MIT
Mr. Quinn has served as a consultant to equity holders involved in a
bankruptcy case, as a consultant and lead plaintiff in three lawsuits,
all of which have resulted in favorable decisions for the plaintiff.
He served as President, Treasurer and Director of O.T.C. Capital
Corporation ("OTC"). OTC acquired Capital 2000. He was a founder of
American Leverage, Inc., and was its Secretary/Treasurer and a Director
until American Leverage, Inc. acquired Data National Corporation
("Data"). Data is active, profitable and in a growth mode. Until
November, 1997, Mr. Quinn was an officer and served on the board of
directors of Gatwick, Ltd., a Regulation A public company. In November,
1997, Gatwick, Ltd., changed its name to Smart Aim Corporation and
completed a share acquisition transaction with Smart AIM Corporation, a
Michigan corporation. Mr. Quinn also currently serves on the board of
directors of Sunburst Acquisitions VI, Inc., Sunburst Acquisitions VII,
Inc. and Sunburst Acquisitions VIII, Inc., all of which are blind pool or
blank check companies.

Audit Committee.
As of the date of this Annual Report, we have not appointed members to an
audit committee and, therefore, the respective role of an audit committee
has been conducted by our Board of Directors. When established, the audit
committee's primary function will be to provide advice with respect to
our financial matters and to assist the Board of Directors in fulfilling
oversight responsibilities regarding finance, accounting, tax and legal
compliance. The audit committee''s primary duties and responsibilities
will be to: (i) serve as an independent and objective party to monitor
our financial reporting process and internal control system; (ii) review
and appraise the audit efforts of our independent accountants; (iii)
evaluate our quarterly financial performance as well as compliance with
laws and regulations; (iv) oversee management''s establishment and
enforcement of financial policies and business practices; and (v) provide
and open avenue of communication among the independent accountants,
management and the board of directors.

Our Board of Directors has considered whether the regulatory provision of
non-audit service is compatible with maintaining the principal
independent accountant's independence.

Code of Ethics
The Company has not yet adopted a code of ethics which applies to the
chief executive officer, or principal financial and accounting officer or
controller, or persons performing similar functions. The Company is a
"blind pool" or "blank check" company whose shares are not yet trading.
Compliance With Section 16(a) of the Exchange Act.

The Company's officers and directors plan to file an Annual Statement of
Changes in Beneficial Ownership.


ITEM 10.         EXECUTIVE COMPENSATION.
No officer or director received any remuneration from the Company during
the fiscal year. Until the Company acquires additional capital, it is not
intended that any officer or director will receive compensation from the
Company other than reimbursement for out-of-pocket expenses incurred on
behalf of the Company. See "Certain Relationships and Related
Transactions." The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.


ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth, as of the end of the Company's fiscal
year ended August 31, 2004, the number of shares of Common Stock owned of
record and beneficially by executive officers, directors and persons who
hold 5.0% or more of the outstanding Common Stock of the Company. Also
included are the shares held by all executive officers and directors as a
group.

Name and Address                 Number of Shares Owned   Percent of Class
                                 Beneficially             Owned
Michael R. Quinn (1)
2082 Cherry Street
Denver, Colorado 80207            400,000                   1.20%


Jay Lutsky (1)
4807 S. Zang Way
Morrison, CO 80465                400,000                   1.20%

Paul Kessler                  12,641,120                   37.96%
10990 Wilshire Blvd., Suite 1410
Los Angeles, CA 90024

Diana Derycz Kessler          12,641,120                   37.96%
10990 Wilshire Blvd., Suite 1410
Los Angeles, CA 90024

All directors and
executive
officers (2 persons)            800,000                     2.40%


(1) The person listed is an officer, a director, or both, of the Company.


ITEM 12.        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
No officer, director, promoter, affiliate or beneficial owner of the
Company has, has had, or proposes to have, any direct or indirect
material interest in any asset proposed to be acquired by the Company
through security holdings, contracts, options, or otherwise.
The Company has adopted a policy under which any consulting or finder's
fee that may be paid to a third party for consulting services to assist
management in evaluating a prospective business opportunity would be paid
in stock rather than in cash. Any such issuance of stock would be made on
an ad hoc basis. Accordingly, the Company is unable to predict whether,
or in what amount, such stock issuance might be made.

It is not currently anticipated that any salary, consulting fee, or
finder's fee shall be paid to any of the Company's directors or executive
officers, or to any other affiliate of the Company except as described
under "Executive Compensation" above.

Although management has no current plans to cause the Company to do so,
it is possible that the Company may enter into an agreement with an
acquisition candidate requiring the sale of all or a portion of the
Common Stock held by the Company's current stockholders to the
acquisition candidate or principals thereof, or to other individual or
business entities, or requiring some other form of payment to the
Company's current stockholders, or requiring the future employment of
specified officers and payment of salaries to them. It is more likely
than not that any sale of securities by the Company's current
stockholders to an acquisition candidate would be at a price
substantially higher than that originally paid by such stockholders. Any
payment to current stockholders in the context of an acquisition
involving the Company would be determined entirely by the largely
unforeseeable terms of a future agreement with an unidentified business
entity.


ITEM 13.        EXHIBITS AND REPORTS ON FORM 8-K.

(a)        The Exhibits listed below are filed as part of
           this Annual Report.

           3.1        Articles of Incorporation (incorporated by
                      reference from Registration Statement on Form 10-SB filed
                      with the Securities and Exchange Commission on December
                      29, 1997).

           3.2        Bylaws (incorporated by reference from
                      Registration Statement on Form 10-SB filed with the
                      Securities and Exchange Commission on December 29, 1997).

          31.1        Certification pursuant to Rule 13a-14(a) or
                      15d-14(a) under the Securities Exchange Act of 1934, as
                      amended.

          31.2        Certification pursuant to Rule 13a-14(a) or 15d-14(a)
                      under the Securities Exchange Act of 1934, as amended.

          32.1        Certification pursuant to 18 U.S.C. Section
                      1350, as adopted pursuant to Section 906 of the Sarbanes-
                      Oxley Act of 2003.

          32.2         Certification pursuant to 18 U.S.C. Section
                       1350, as adopted pursuant to Section 906 of the Sarbanes-
                       Oxley Act of 2002.

(b)        No reports on Form 8-K were filed by the
           Company during the last quarter of its fiscal year ending
           August 31, 2004.


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The aggregate audit and audit related fees billed by Larry O'Donnell,
CPA, P.C. for audit of the Company's annual financial statements and for
review of the Company's quarterly financial statements filed on Form 10-
QSB were $2,500 for the fiscal year ended August 31, 2004. For the fiscal
year ended August 31, 2003, audit related fees were $1,259.

Tax Fees
The aggregate fees billed by Larry O'Donnell, CPA, P.C. for tax
compliance, advice and planning were $ 0 for the fiscal year ended August
31, 2004, and $0 for the fiscal year ended August 31, 2003.

All Other Fees
Larry O'Donnell, CPA, P.C. did not bill the Company for any products and
services other than the foregoing during the fiscal years ended August
31, 2004 and August 31, 2003.



SIGNATURES

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



SUNBURST ACQUISITIONS III, INC.


By: /S/ JAY LUTSKY
Jay Lutsky (Principal Executive Officer and Director)
Date: February 7, 2005



In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities
and on the dates indicated.


SUNBURST ACQUISITIONS III, INC.

By: /S/ JAY LUTSKY
Jay Lutsky (Principal Executive Officer and Director)

By: /S/ MICHAEL R. QUINN
Michael R. Quinn (Principal Financial Officer and Director)
Date: February 7, 2005