FORM 10-Q





U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended September 30, 2008





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 of incorporation or

organization)
(I.R.S. Employer Identification Number)





6914 So Yorktown Ave, Suite 130, Tulsa, Oklahoma  74136


(Address of principal executive offices)





300 Colonial Center Parkway, Suite 260, Roswell, GA 30076


(Former address of principal executive offices)





(918) 712-7774


(Registrant’s telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yesx  No ̈ .





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes ̈ No ̈ .





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer ̈     Accelerated filer ̈    Non-accelerated filer ̈       Smaller reporting companyx.


(Do not check if a smaller reporting company)





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





APPLICABLE ONLY TO CORPORATE ISSUERS:





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,665,000 shares of common stock, par value $.0001 per share, outstanding as of January 31, 2011.







The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, contained in the Company’s Form 10-K dated December 31,
2007.





TABLE OF CONTENTS





PagePART I – FINANCIAL INFORMATIONItem 1:
Financial Statements
3Item 2:
Management's Discussion and Analysis of Financial Condition and Results of Operations
11Item 3:
Quantitative and Qualitative Disclosures About Market Risk
14Item 4T:
Controls and Procedures
14PART II - OTHER INFORMATIONItem 1:
Legal Proceedings
15Item 1A:
Risk Factors
15Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
15Item 3:
Defaults upon Senior Securities
15Item 4:
Submission of Matters to a Vote of Security Holders
15Item 5:
Other Information
15Item 6:
Exhibits
15


2




PART I - FINANCIAL INFORMATION





ITEM 1:  FINANCIAL STATEMENTS





BLACK NICKEL ACQUISITION CORP. III


(A Development Stage Company)


Condensed Balance Sheets


September 30, 2008 (unaudited) and December 31, 2007





September 30,


December 31,2008


2007AssetsCurrent assetsCash and cash equivalents

$
739


$
304Total assets

$
739


$
304Liabilities and Stockholders' DeficitCurrent liabilitiesAccounts payable

$
5,800


$
8,238Accrued expenses


4,667



8,974Notes payable - related parties


45,600



24,000Stock subscription deposits


3,000



-Advances from stockholders


-



1,500Total current liabilities


59,067



42,712Commitments and contingenciesStockholders' deficitPreferred stock: $0.0001 par value; authorized10,000,000 shares; no shares issued and outstanding


-



-Common stock: $0.0001 par value; authorized 75,000,000 shares;1,665,000 and 1,500,000 shares issued and outstanding atSeptember 30, 2008 and December 31, 2007, respectively


167



150Additional paid-in capital


91,083



49,850Deficit accumulated during the development stage


(149,578
)


(92,408
)Total stockholders' deficit


(58,328
)


(42,408
)Total liabilities and stockholders' deficit

$
739


$
304





See accompanying notes to condensed financial statements.


3




BLACK NICKEL ACQUISITION CORP. III


(A Development Stage Company)


Condensed Statements of Operations


Three Months Ended September 30, 2008 and 2007


(Unaudited)





2008


2007Net sales

$
-


$
-Total revenues


-



-Costs and expenses:General and administrative expense


2,300



6,418Total costs and expenses


2,300



6,418Loss from operations


(2,300
)


(6,418
)Other expenses (income):Interest expense


1,226



6051,226



605Loss before income taxes


(3,526
)


(7,023
)Provision for income taxes


-



-Net loss

$
(3,526
)

$
(7,023
)Net loss per share, basic and diluted

$
(0.00
)

$
(0.00
)Weighted average shares outstanding, basic and diluted


1,665,000



1,500,000





See accompanying notes to condensed financial statements.


4




BLACK NICKEL ACQUISITION CORP. III


(A Development Stage Company)


Condensed Statements of Operations


Nine Months Ended September 30, 2008 and 2007 and


from inception (May 26, 2005) through September 30, 2008


(Unaudited)





Inception(May 26, 2005)Nine Months Ended


ThroughSeptember 30,


September 30,2008


2007


2008Net sales

$
-


$
-


$
-Total revenues


-



-



-Costs and expenses:General and administrative expense


54,359



24,399



144,911Total costs and expenses


54,359



24,399



144,911Loss from operations


(54,359
)


(24,399
)


(144,911
)Other expenses (income):Interest expense


2,811



1,251



4,6672,811



1,251



4,667Loss before income taxes


(57,170
)


(25,650
)


(149,578
)Provision for income taxes


-



-



-Net loss

$
(57,170
)

$
(25,650
)

$
(149,578
)Net loss per share, basic and diluted

$
(0.04
)

$
(0.02
)Weighted average shares outstanding, basic and diluted


1,585,220



1,500,000





See accompanying notes to condensed financial statements.


5




BLACK NICKEL ACQUISITION CORP. III


(A Development Stage Company)


Condensed Statements of Stockholders' Equity (Deficit)


Inception of Development Stage (May 26, 2005) through September 30, 2008





DeficitAccumulatedAdditional


During theCommon stock


Paid-in


DevelopmentShares


Amount


Capital


Stage


TotalInception, May 26, 2005


-


$
-


$
-


$
-


$
-Common stock issuedfor cash in June 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
)Balance, December 31, 2007


1,500,000



150



49,850



(92,408
)


(42,408
)Common stock issued forcash in May 2008


165,000



17



5,483



-



5,500Compensatory portion ofstock issuance


-



-



35,750



-



35,750Net loss


-



-



-



(57,170
)


(57,170
)Balance, September 30, 2008


1,665,000


$
167


$
91,083


$
(149,578
)

$
(58,328
)





See accompanying notes to condensed financial statements.


6




BLACK NICKEL ACQUISITION CORP. III


(A Development Stage Company)


Condensed Statements of Cash Flows


Nine Months Ended September 30, 2008 and 2007 and


from inception (May 26, 2005) through September 30, 2008


(Unaudited)





Inception(May 26, 2005)Nine months ended


throughSeptember 30,


September 30,2008


2007


2008Cash flows from operating activitiesNet loss

$
(57,170
)

$
(25,651
)

$
(149,578
)Adjustment to reconcile net loss to net cash used in operating activities:Stock based compensation


35,750



-



35,750Change in other assets and liablities:Prepaid expenses and other assets


-



(1,875
)


-Accounts payable and accrued expenses


(6,745
)


314



10,467Advances from stockholders


(1,500
)


500



-Net cash used in operations


(29,665
)


(26,712
)


(103,361
)Cash flows from financing activitiesLoan proceeds


21,600



24,000



45,600Stock subscription deposits


3,000



-



3,000Proceeds from sale of common stock


5,500



-



55,500Net cash provided by financing activities


30,100



24,000



104,100Net increase (decrease) in cash and cash equivalents


435



(2,712
)


739Cash and cash equivalents, beginning of period


304



3,059



-Cash and cash equivalents, end of period

$
739


$
347


$
739Supplemental cash flow informationCash paid for interest

$
-


$
-


$
-Cash paid for income taxes


-



-



-





See accompanying notes to condensed financial statements.


7




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 since February 15, 2010, maintains its principal corporate offices in Tulsa, Oklahoma. 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.





On February 15, 2010, the shareholders of the Company sold 100% of the outstanding common stock (1,665,000 shares) to Efftec International, Inc. ("Efftec"), in Tulsa, Oklahoma.  The Company is now a wholly owned subsidiary of Efftec.





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 September 30, 2008 of $149,578.  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 its ability 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.
Basis of Presentation for Interim Financial Statements





The accompanying interim financial statements of the Company as of September 30, 2008 and for the three and nine months ended September 30, 2008 and 2007 and for the cumulative period from inception (May 26, 2005) through September 30, 2008, have been prepared in accordance with accounting principles generally accepted for interim financial statements presentation and in accordance with the instructions to Regulation SX. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statement presentation. In the opinion of management, all adjustments for a fair statement of the results of
operations and financial position for the interim periods presented have been included. All such adjustments are of a normal recurring nature. The accompanying financial statements and the information included under the headingManagement’s Discussion and Analysis  should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Form 10-KSB for December 31, 2007. There have been no changes in significant accounting policies since December 31, 2007.





3.
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.


8


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.





Income Taxes The Company's accounting for income taxes 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 $57,700 in gross deferred tax assets at September 30, 2008 resulting from deferred start-up costs of $149,578 which are capitalized and amortized for income tax purposes and expensed for financial reporting purposes, an increase of $20,800 for the nine months ended September 30, 2008. 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.





4.
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. 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 February 15, 2010, these notes were cancelled and contributed to the capital of the Company.





On April 15, 2008, the Company entered into three loan agreements of $7,200 each with three stockholders. Any amounts outstanding under the loans accrue interest at 10% per year computed on actual days outstanding in a 365 day year. These loans mature on October 30, 2008.  As of February 15, 2010, these notes were also cancelled and contributed to the capital of the Company.





As of September 30, 2008, accrued expenses include accrued interest on the notes payable - related parties of $4,667.  As of February 15, 2010, all accrued interest was cancelled and contributed to the capital of the Company.





5.
Related Party Transactions





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





On May 12, 2008, the Company sold 165,000 shares of its common stock to a relative of an existing stockholder for $5,500. Concurrently with the sale, the existing officers and directors of the Company resigned and the new stockholder was elected to serve as President, Secretary and Director of the Company. The fair value of the securities sold based upon the concurrent offering of common stock from a subscription agreement to unaffiliated investors, was $41,250 and, accordingly, $35,750 was charged to operations as compensation at the time the shares were issued, with the corresponding increase to additional paid in capital.


9





6.
Recent Accounting Pronouncements





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





7.
Stockholders’ Equity





The Company’s common shareholders 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.  There were 75,000,000 common shares, par value $0.0001, authorized and 1,665,000 and 1,500,000 issued and outstanding at September 30, 2008 and December 31, 2007, respectively.





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.  At September 30, 2008 and December 31, 2007 there were 10,000,000 shares, par value $0.0001, authorized and no shares issued and outstanding.





8.
Letter of Intent





On April 17, 2008, the Company entered into a Letter of Intent (the “LOI”) with 7 Billion People, Inc. (“7BP”), pursuant to which the Company intended to combine with 7BP either through a merger between 7BP and a wholly owned subsidiary of the Company or an exchange of shares of stock of 7BP for shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (the “Merger”).





A condition to closing the Merger was the completion of a private placement of securities raising gross proceeds of at least $5,500,000 (the “Financing”). Additionally, the LOI provided that after the closing of the Merger, the Company would register for resale all shares of Common Stock outstanding at the time and the terms surrounding such registration would mirror the terms of the registration rights agreement for the Financing. The LOI contemplated that the closing of the Merger would be completed no later than June 15, 2008.  Both parties agreed to cancel the LOI in the first quarter of 2009.





9.
Stock Subscription Deposits





Subscription deposits represent proceeds received from potential investors in the Company. On August 13, 2008, the Company decided to terminate the offering and return all proceeds. The proceeds were returned to the investors on March 3, 2009.





10.
Subsequent Events





On December 18, 2009, the Company filed Form 15 with the SEC to temporarily suspend its filing responsibilities.





On February 15, 2010, the shareholders of the Company sold 100% of the outstanding common stock (1,665,000 shares) to Efftec International, Inc., at which time the Company became a wholly owned subsidiary of Efftec.  Efftec issued 350,000 of its common shares valued at $52,500 to the shareholders of the Company.  Efftec acquired the Company with possible plans to merge and assume the Company's reporting responsibilities.


10




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Forward Looking Statement Notice





Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to 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 (“we”, “us”, “our” or 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 Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.





Description of Business





The Company was incorporated in the State of Delaware on May 26, 2005 and now maintains its principal executive office at 6914 South Yorktown Ave, Suite 130, Tulsa, Oklahoma  74136.  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.





On December 18, 2009, the Company filed a Form 15 with the SEC to temporarily suspend its filing responsibilities.  Filing of this 10-Q is the initial step in the Company bringing its filings current with the SEC.





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.





The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:


11





(i) filing Exchange Act reports, and


(ii) investigating, analyzing and consummating an acquisition.





We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors.





The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public
offering.





Since our Registration Statement on Form 10-SB went effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will
endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.





The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.





Letter of Intent





On April 17, 2008, the Company entered into a LOI with 7BP, pursuant to which the Company intended to combine with 7BP either through a merger between 7BP and a wholly owned subsidiary of the Company or an exchange of shares of stock of 7BP for shares of the Company’s common stock, par value $0.0001 per share.





A condition to closing the Merger was the completion of a private placement of securities raising gross proceeds of at least $5,500,000 (the “Financing”). Additionally, the LOI provided that after the closing of the Merger, the Company would register for resale all shares of Common Stock outstanding at the time and the terms surrounding such registration would mirror the terms of the registration rights agreement for the Financing. The LOI contemplated that the closing of the Merger would be completed no later than June 15, 2008.  Both parties agreed to cancel the LOI in the first quarter of 2009.





Liquidity and Capital Resources





As of September 30, 2008, the Company had assets of $739, comprised exclusively of cash. This compares with assets of $304, comprised exclusively of cash, as of December 31, 2007. The Company’s current liabilities as of September 30, 2008 totaled $59,067, comprised of $5,800 of accounts payable, $45,600 of notes payable to related parties, $3,000 of subscription deposits and $4,667 of accrued expenses. This compares to the Company’s current liabilities as of December 31, 2007 of $42,712, comprised of $8,238 of accounts payable, $1,500 of advances from stockholders, $24,000 of notes payable to related parties and $8,974 of accrued expenses. The Company can provide no assurance that it can continue to
satisfy its cash requirements for at least the next twelve months.


12





The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2008 and September 30, 2007 and for the cumulative period from May 26, 2005 (inception) through September 30, 2008:





From inceptionMay 26, 2005Nine months ended


throughSeptember 30,


September 30,2008


2007


2008Cash used in operations

$
(29,665
)

$
(26,712
)

$
(103,361
)Cash from investing activities


-



-



-Cash provided by financing activities


30,100



24,000



104,100Increase (decrease) in cash equivalents

$
435


$
(2,712
)

$
739





The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.





Results of Operations





The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from May 26, 2005 (inception) through September 30, 2008. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.





For the three and nine months ended September 30, 2008, the Company had a net loss of $3,526 and $57,170, respectively, consisting of legal, accounting, audit and other professional service fees incurred in relation to the filing of the Company’s Quarterly Reports on Form 10-Q and the Annual Report on Form 10-KSB for the year ended December 31, 2007 in March of 2008. In addition, during the 2008 period, the Company incurred higher professional fees while evaluating the potential acquisition of 7BP.  This compares with a net loss of $7,023 and $25,650 for the three and nine months ended September 30, 2007, respectively, consisting of legal, accounting, audit and other professional service fees
incurred in relation to the filing of the Company’s Quarterly Report on Form 10-QSB and the Annual Report on Form 10-KSB for the year ended December 31, 2006 in March of 2007.





For the cumulative period from May 26, 2005 (inception) through September 30, 2008, the Company had a net loss of $149,578, consisting of legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form 10-SB in January of 2006, the filing of the Company’s Quarterly Reports on Form 10-QSB and Form 10-Q, the filing of the Company’s Annual Reports on Form 10-KSB and evaluation of the potential acquisition of 7BP.





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.


13




Contractual Obligations





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.





Item 3. Quantitative and Qualitative Disclosures About Market Risk.





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.





Item 4T. 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.





As of September 30, 2008, 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. The Company has only one officer and director and no other employees and the principal executive officer and principal financial officer concluded there was a material weakness due to a lack of segregation of duties.  The principal executive officer and principal financial officer concluded this weakness was mitigated by engaging a third party consultant to assist the Company in the preparation of its financial statements and its SEC
filings.  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.





Changes in Internal Controls





There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2008 that have materially affected or are reasonably likely to materially affect our internal controls.


14




PART II — OTHER INFORMATION





Item 1. Legal Proceedings.





Based on the knowledge of our sole officer and director, the Company is not a party to any legal proceeding or litigation.





Item 1A. Risk Factors.





Not applicable.





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





None during the current quarter.





Item 3. Defaults Upon Senior Securities.





None.





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





None.





Item 5. Other Information.





None.





Item 6. Exhibits.





(a) Exhibits required by Item 601 of Regulation S-K, filed herein unless otherwise indicated.







Exhibit

Description*3.1

Certificate of Incorporation, as filed with the Delaware Secretary of State on May 26, 2005*3.2

By-laws**17.1

Resignation letter from Paul T. Mannion, Jr.**17.2

Resignation letter from Andrew Reckles**17.3

Resignation letter from Paul T. Mannion, Jr.31.1

Certificate of the Company's principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's Quarterly Report for the quarter ended September 30, 200832.1

Certification of the Company's principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Filed as an exhibit to the Company's Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on January 12, 2006 and incorporated herein by this reference**

Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the Securities and Exchange Commission on May 15, 2008 and incorporated herein by this reference


15




SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





February 18, 2011
BLACK NICKEL ACQUISITION CORP. IIIBy:
/s/ Michael D. PruittMichael D. PruittChief Executive Officer andChief Financial Officer


16