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 June 30, 2008




OR





[
      ]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      transition period from ________ to ________





Commission
      file number 000-51722








Black
      Nickel Acquisition Corp. III


(Exact
      name of registrant as specified in its charter)




Delaware
              83-0432183(State
                  or other jurisdiction of incorporation or organization)
              (I.R.S.
                  Employer Identification Number)





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


(Address
      of principal executive offices)





(678)
      353-2190


(Registrant’s
      telephone number, including area code)





No
      change


(Former
      name, former address and former fiscal year, if changed since last
      report)




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. Yes x No o.





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 o    Accelerated filer o


Non-accelerated filer o    Smaller reporting company x.


(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). Yes x No
o.












APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING


THE
      PRECEDING FIVE YEARS:





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yes [ ] 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 August 14, 2008.


















**BLACK
      NICKEL ACQUISITION CORP. III**





**-
      INDEX -**




Page**PART
                  I -**
              **FINANCIAL INFORMATION:**Item
                  1.
              Financial
                  Statements:Balance
                  Sheets as of June 30, 2008 (Unaudited) and December 31, 2007
              1Statements
                      of Operations (Unaudited) for the Threeand
                      Six Months Ended June
                      30, 2008 and June 30, 2007 and for the Cumulative Period from
May
                      26, 2005 (Inception) through June 30,
                      2008
              2Statement
                  of Changes in Stockholders’ Equity (Deficiency) for the Cumulative Period
                  from May 26, 2005 (Inception) through June 30, 2008
                  (Unaudited)
              3Statements
                  of Cash Flows (Unaudited) for the Six Months Ended June 30, 2008
and
                  June 30, 2007 and for the Cumulative
                Period
                  from May 26, 2005 (Inception) through
                  June 30, 2008
              4
  Notes
                  to Interim Unaudited Financial Statements
              5Item
                  2.
              Management’s
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              9Item
                  3.
              Quantitative
                  and Qualitative Disclosures About Market Risk
              12Item
                  4T.
              Controls
                  and Procedures
              12**PART
                  II -**
              **OTHER
                INFORMATION**:Item
                  1.
              Legal
                  Proceedings
              13Item
                  1A.
              Risk
                  Factors
              13Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              13Item
                  3.
              Defaults
                  Upon Senior Securities
              13Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              13Item
                  5.
              Other
                  Information
              13Item
                  6.
              Exhibits
              14Signatures
              
              15













**PART
                  I - FINANCIAL INFORMATION****Item
                  1. Financial Statements.****Black
                  Nickel Acquisition Corp. III****(A
                  Development Stage Enterprise)****Balance
                  Sheets**


**June
                  30,**
              
              
              **December
                  31,****2008**
              
              
              **2007****(Unaudited)****ASSETS**Current
                  AssetsCash
              
              $
              2,239
              
              $
              304$
              2,239
              
              $
              304**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY (DEFICIENCY)**Current
                  LiabilitiesAccounts
                  payable
              
              $
              5,000
              
              $
              8,238Advances
                  from stockholders
              
              
              --
              
              
              1,500Notes
                  payable - related parties
              
              
              45,600
              
              
              24,000Subscription
                  deposits
              
              
              3,000
              
              
              --Accrued
                  expenses
              
              
              3,441
              
              
              8,97457,041
              
              
              42,712Stockholders’
                  Equity (Deficiency)Preferred
                  stock, $.0001 par value; 10,000,000 sharesauthorized,
                  no shares issued
              
              
              --
              
              
              --Common
                  stock, $.0001 par value; 75,000,000 sharesauthorized,
                  1,665,000 shares issued and outstanding
              
              
              167
              
              
              150Additional
                  paid-in capital
              
              
              91,083
              
              
              49,850Deficit
                  accumulated during the development stage
              
              
              (146,052
              )
              
              (92,408
              )Total
                  stockholders’ equity (deficiency)
              
              
              (54,802
              )
              
              (42,408
              )$
              2,239
              
              $
              304


See
      accompanying notes to interim unaudited
      financial statements.




1




**Black
        Nickel Acquisition Corp. III**
 **(A
        Development Stage Enterprise)**
 **Statements
        of Operations (Unaudited)**
 
 Cumulative
                May
                    26, 2005Three
                  Months
              
              
              Three
                  Months
              
              
              Six
                  Months
              
              
              Six
                  Months
              
              
              (Inception)Ended
              
              
              Ended
              
              
              Ended
              
              
              Ended
              
              
              EndedJune
                  30,
              
              
              June
                  30,
              
              
              June
                  30,
              
              
              June
                  30,
              
              
              June
                  30,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008Net
                  sales
              
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --Cost
                  of sales
              
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --Gross
                  profit
              
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --Expenses:General
                  andAdministrative
              
              
              
              50,113
              
              
              7,225
              
              
              52,059
              
              
              17,981
              
              
              142,611Loss
                  before other expenses
              
              
              
              (50,113
              )
              
              (7,225
              )
              
              (52,059
              )
              
              (17,981
              )
              
              (142,611
              )Other
                  expenses:Interest
              
              
              
              985
              
              
              533
              
              
              1,585
              
              
              646
              
              
              3,441Net
                  (loss)
              
              
              $
              (51,098
              )
              $
              (7,758
              )
              $
              (53,644
              )
              $
              (18,627
              )
              $
              (146,052
              )Basic
                  and DilutedLoss
                  per Share
              
              
              $
              (.04
              )
              $
              (.01
              )
              $
              (.03
              )
              $
              (.01
              )Basic
                  and DilutedWeighted
                  Average Number ofCommon
                  Shares Outstanding
              
              
              
              1,590,659
              
              
              1,500,000
              
              
              1,545,330
              
              
              1,500,000
  *See
          accompanying notes to interim unaudited financial* statements.




2





**Black
        Nickel Acquisition Corp. III**
 **(A
        Development Stage Enterprise)**
 **Statement
        of Changes in Stockholders’ Equity (Deficiency)**
   Preferred
                  Stock
              
              
              Common
                  Stock
              
              
              Additional
                  Paid-in
              
              
              Deficit
                  Accumulated
                  During
                    the
                  DevelopmentShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Stage
              
              
              TotalBalance,
                  May 26, 2005
              
              
              --
              
              $
              --
              
              
              --
              
              $
              --
              
              $
              --
              
              $
              --
              
              $
              --Issuance
                  of common stockon
                  June 24, 2005
              
              
              --
              
              
              --
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              --
              
              
              50,000Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              (17,833
              )
              
              (17,833
              )Balance,
                  December 31, 2005
              
              
              --
              
              
              --
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              (17,833
              )
              
              32,167Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              (34,558
              )
              
              (34,558
              )Balance,
                  December 31,2006
              
              
              --
              
              
              --
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              (52,391
              )
              
              (2,391
              )Net
                  loss
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              (40,017
              )
              
              (40,017
              )Balance,
                  December 31, 2007
              
              
              --
              
              
              --
              
              
              1,500,000
              
              
              150
              
              
              49,850
              
              
              (92,408
              )
              
              (42,408
              )Issuance
                  of common stockin
                  May 2008
              
              
              --
              
              
              --
              
              
              179,000
              
              
              17
              
              
              5,483
              
              
              --
              
              
              5,500Compensatory
                  portion of stockissuance
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              35,750
              
              
              --
              
              
              35,750Net
                  loss (unaudited)
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              --
              
              
              (53,644
              )
              
              (53,644
              )Balance,
                  June 30, 2008 (unaudited)
              
              
              --
              
              $
              --
              
              
              1,679,000
              
              $
              167
              
              $
              91,083
              
              $
              (146,052
              )
              $
              (54,802
              )
 
 *See
        accompanying notes to interim unaudited financial statements
        .*




3




**Black
        Nickel Acquisition Corp. III**
 (A
        Development Stage Enterprise)
 Statements
          of Cash Flows (Unaudited)


Six
                        Months
                    EndedJune30,
                2008
              
              
              Six
                      Months
                  Ended
                June30,2007
              
              
              Cumulative
                      Period
                    From
                    May
                      26, 2005
                    (Inception)
                  Ended
                June30,
                2008Cash
                  Flows from Operating ActivitiesNet
                  loss
              
              $
              (53,644
              )
              $
              (18,627
              )
              $
              (146,052
              )Adjustments
                  to reconcile net loss tonet
                  cash used in operating activitiesStock
                  based compensation
              
              
              35,750
              
              
              --
              
              
              35,750Prepaid
                  expenses
              
              
              --
              
              
              (3,750
              )
              
              --Accounts
                  payable and accrued expenses
              
              
              (5,771
              )
              
              65
              
              
              11,441Cash
                  Used in Operations
              
              
              (23,665
              )
              
              (22,312
              )
              
              (98,861
              )Cash
                  Flows from Financing ActivitiesAdvances
                  from stockholders
              
              
              (1,500
              )
              
              --
              
              
              --Proceeds
                  from notes payable
              
              
              21,600
              
              
              24,000
              
              
              45,600Proceeds
                  from issuance of common stock
              
              
              5,500
              
              
              --
              
              
              55,500Cash
                  Provided by Financing Activities
              
              
              25,600
              
              
              24,000
              
              
              101,100Net
                  Increase in Cash and Cash Equivalents
              
              
              1,935
              
              
              1,688
              
              
              2,239Cash,
                  beginning
              
              
              304
              
              
              3,059
              
              
              --Cash,
                  ending
              
              $
              2,239
              
              $
              4,747
              
              $
              2,239*See
                  accompanying notes to interim unaudited financial
                  statements.*






4


**Black
      Nickel Acquisition Corp. III**


**(A
      Development Stage Enterprise)**


**Notes
      to Financial Statements**





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





Black
      Nickel Acquisition Corp. III, a development stage enterprise (the “Company”),
      was incorporated in the state of Delaware on May 26, 2005 and maintains
      principal offices in Roswell, Georgia. Since inception, the Company has been
      engaged in organizational efforts and obtaining initial financing. The Company
      was formed as a vehicle to pursue a business combination.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern, which contemplates the recoverability of
      assets and the satisfaction of liabilities in the normal course of business.
      The
      Company incurred net losses from May 26, 2005 (inception) through the period
      ended June 30, 2008 of $146,052. 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 June 30, 2008
      and
      for the three and six months ended June 30, 2008 and 2007 and for the cumulative
      period from May 26, 2005 (inception) through June 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 heading *Management’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.




5





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





The
      Company has approximately $56,000 in gross deferred tax assets at June 30,
      2008
      resulting from deferred start-up costs of $146,052 which are capitalized and
      amortized for income tax purposes and expensed for financial reporting purposes,
      an increase of $20,000 for 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.





**Recently
      Adopted Accounting Pronouncements** On
      January 1, 2008 the Company adopted Statement of Financial Accounting Standards
      No. 157, “Fair Value Measurements” (“FAS 157”). There was no impact on the
      Company’s financial position, results of operations or cash flows at June 30,
      2008 and for the six months then ended as a result of the adoption of FAS
      157.





On
      January 1, 2008 the Company adopted Statement of Financial Accounting Standards
      No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”
(“FAS 159”). There was no impact on the Company’s financial position, results of
      operations or cash flows at June 30, 2008 and for the six months then ended
      as a
      result of the adoption of FAS 159.








**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 August 14, 2008, these loans remain unpaid.




6





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
      June 30, 2008, accrued expenses include accrued interest on the notes payable
      -
      related parties of $3,441.








**5.**
            **Related
                Party Transactions**





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





On
      May
      12, 2008, the Company sold an additional 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 in the current
      quarter with the corresponding increase to additional paid in
      capital.








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





The
      Board
      of Directors may issue the preferred stock in one or more classes or one or
      more
      series within any class and such classes or series shall have such voting
      powers, full or limited, or no voting powers, and such designations,
      preferences, limitations or restrictions as the Board of Directors may
      determine.








**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 intends 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”). The LOI
      contemplates that at the closing of the Merger, an aggregate of 28,500,000
      shares of Common Stock will be issued to the current stockholders of 7BP, in
      addition to shares of Common Stock or other securities to be issued in
      connection with the Financing (as defined below).


7




A
      condition to closing the Merger is the
      completion of a private placement of securities raising gross proceeds of at
      least $5,500,000 (the “Financing”). Additionally, the LOI provides that after
      the closing of the Merger, the Company will register for resale all currently
      outstanding shares of Common Stock, the terms surrounding such registration
      will
      mirror the terms of the registration rights agreement for the Financing (the
      “Registration”). The LOI contemplated that the closing of the Merger shall be
      completed no later than June 15, 2008.





The
      provisions of the LOI concerning the Merger, the Financing, the Registration
      and
      the contemplated date of closing are not binding on the Company. However, the
      remaining provisions of the LOI, including but not limited to those with respect
      to no-shop, confidentiality and costs, are binding on the Company and 7BP.
      The
      binding provisions contained in the LOI and the LOI in its entirety may be
      terminated (i) by mutual written consent of both parties; or (ii) upon written
      notice by either party to the other if the Definitive Agreements (as defined
      in
      the LOI) have not been executed by June
      15,
      2008 ,
      provided, however, that the termination of the binding provisions shall not
      affect the liability for breach of any of the binding provisions prior to the
      termination. As of June 15, 2008, no Definitive Agreements been entered into,
      and accordingly, the binding provisions contained in the LOI terminated;
      although the LOI in its entirety remains and has not yet been terminated by
      either party. As of the date hereof, the terms of the LOI have not been
      extended. The Company has resumed its efforts in locating a target company
      with
      which to complete a business combination.




**9.**
            **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. As of August 14, 2008 these proceeds have
      not
      been returned to the potential investors.




8







**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 maintains
      its principal executive office at 300 Colonial Center Parkway, Suite 260,
      Roswell, Georgia 30076. Since inception, the Company has been engaged in
      organizational efforts and obtaining initial financing. The Company was formed
      as a vehicle to pursue a business combination through the acquisition of, or
      merger with, an operating business. The Company filed a Registration Statement
      on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on
      January 12, 2006, and since its effectiveness, the Company has focused its
      efforts to identify a possible business combination.





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





The
      Company was organized as a vehicle to investigate and, if such investigation
      warrants, acquire a target company or business seeking the perceived advantages
      of being a publicly held corporation. The Company’s principal business objective
      for the next 12 months and beyond such time will be to achieve long-term growth
      potential through a combination with an operating business. The Company will
      not
      restrict its potential candidate target companies to any specific business,
      industry or geographical location and, thus, may acquire any type of
      business.




9








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:





(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 Letter of Intent (the “LOI”) with 7 Billion
      People, Inc. (“7BP”), pursuant to which the Company intends 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”). The LOI
      contemplates that at the closing of the Merger, an aggregate of 28,500,000
      shares of Common Stock will be issued to the current stockholders of 7BP, in
      addition to shares of Common Stock or other securities to be issued in
      connection with the Financing (as defined below).





A
      condition to closing the Merger is the
      completion of a private placement of securities raising gross proceeds of at
      least $5,500,000 (the “Financing”). Additionally, the LOI provides that after
      the closing of the Merger, the Company will register for resale all currently
      outstanding shares of Common Stock, the terms surrounding such registration
      will
      mirror the terms of the registration rights agreement for the Financing (the
      “Registration”). The LOI contemplated that the closing of the Merger shall be
      completed no later than June 15, 2008.




10





The
      provisions of the LOI concerning the Merger, the Financing, the Registration
      and
      the contemplated date of closing are not binding on the Company. However, the
      remaining provisions of the LOI, including but not limited to those with respect
      to no-shop, confidentiality and costs, are binding on the Company and 7BP.
      The
      binding provisions contained in the LOI and the LOI in its entirety may be
      terminated (i) by mutual written consent of both parties; or (ii) upon written
      notice by either party to the other if the Definitive Agreements (as defined
      in
      the LOI) have not been executed by June
      15,
      2008 ,
      provided, however, that the termination of the binding provisions shall not
      affect the liability for breach of any of the binding provisions prior to the
      termination. As of June 15, 2008, no Definitive Agreements been entered into,
      and accordingly, the binding provisions contained in the LOI terminated;
      although the LOI in its entirety remains and has not yet been terminated by
      either party. As of the date hereof, the terms of the LOI have not been
      extended. The Company has resumed its efforts in locating a target company
      with
      which to complete a business combination.




***Liquidity
      and Capital Resources***





As
      of
      June 30, 2008, the Company had assets equal to $ 2,239 ,
      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 June 30, 2008 totaled $57,041, comprised of $5,000 of accounts payable,
      $45,600 of notes payable to related parties, $3,000 of subscription deposits
      and
      $3,441 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.





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





Six
                Months Ended
              June
                30, 2008
            Six
                Months Ended
              June
                30, 2007
            For
                the Cumulative
              Period
                from May 26, 2005 (Inception) through
              June
                30, 2008Net
                cash used in operating activities
            $(23,665)
            $(22,312)
            $(98,861)Net
                cash used in investing activities
            $0
            $0
            $0Net
                cash provided by financing activities
            $25,600
            $24,000
            $101,100Net
                effect on cash
            $1,935
            $1,688
            $2,239





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 June 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.




11





For
      the
      three and six months ended June 30, 2008, the Company had a net loss of $51,098
      and $53,644, 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-Q for the period ended March 31, 2008 in May of
      2008
      and Annual Report on Form 10-KSB for the year ended December 31, 2007 in March
      of 2008. This compares with a net loss of $7,758 and $18,627 for the three
      and
      six months ended June 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 for the period ended March 31,
      2007 in May of 2007 and 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 June 30, 2008, the
      Company had a net loss of $146,052, 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 and the filing of the Company’s Annual Reports on Form
      10-KSB.





***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. ****





***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
      June 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. 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.








12





***Changes
      in Internal Controls***





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








**PART
      II — OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





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





**Item
      1A. Risk Factors.**





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





On
      May
      12, 2008, the Company sold 165,000
      shares of its Common Stock to Jules Benge Prag IV, the Company’s President,
      Secretary and sole director (“Jay Prag”), for an aggregate purchase price equal
      to $5,500.11. The Company sold these shares of Common Stock under the exemption
      from registration provided by Section 4(2) of the Securities Act of 1933, as
      amended.





**Item
      3. Defaults Upon Senior Securities.**





None.





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





None.





**Item
      5. Other Information.**





On
      May
      12, 2008, Andrew Reckles resigned from his positions as Secretary and director
      of the Company and Paul T. Mannion, Jr. resigned from his position as President
      of the Company. Mr. Reckles and Mr. Mannion’s resignation letters are attached
      hereto as Exhibit 17.2 and Exhibit 17.3, respectively. On May 12, 2008, Mr.
      Mannion, as sole director, appointed Jay Prag to serve as President, Secretary
      and director of the Company. On May 12, 2008, Mr. Mannion resigned from his
      position as director of the Company. Mr. Mannion’s resignation letter is
      attached hereto as Exhibit 17.1.





Additional
      information regarding Jay
      Prag may be
      found in the Company’s Current Report on Form 8-K filed with the SEC on May 15,
      2008.








13










**Item
      6. Exhibits.**





(a)
      Exhibits required by Item 601 of Regulation S-K.




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
              Certification of the Company’s Principal Executive
                  Officer and Principal Financial Officer pursuant to Section 302
                  of the
                  Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly
                  Report on Form 10-Q for the quarter ended June 30,
                  2008.32.1
              Certification
                of the
                Company’s Principal Executive Officer and Principal Financial Officer
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.


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











14





**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.


Dated:
                  August 14, 2008
              **BLACK
                  NICKEL ACQUISITION CORP. III**By:
                  /s/
                  Jules Benge Prag IVJules
                  Benge Prag IVPresident,
                  Secretary, and Director







15