U.S. Securities and Exchange Commission
                     Washington D.C.  20549

                           FORM 10-KSB

(Mark One)

    [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

        For the fiscal year ended ________________________

    [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

For the transition period from December 31, 2003 to September 30, 2004

Commission file Number 0-26849

                 BF ACQUISITION GROUP III, INC.
          (Name of small business issuer in its charter)

        Florida                             65-0913585
      --------------------------------------------------------
      (State or other jurisdiction of    (I.R.S. Employer
       incorporation or organization)    Identification No.)

       4 Mill Park Ct., Newark, Delaware           19713
      --------------------------------------------------------
      (Address of principal executive offices)   (Zip Code)

(Issuer's telephone number: (302) 366-8992

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

Title of each class            Name of exchange on which registered
    None                                    None

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

                 Common Stock, $0.001 Par Value
                 ------------------------------
                        (Title of Class)

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


                                  1
<PAGE>


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

State issuer's revenues for its most recent fiscal year..$ 16,827

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

As  of the date of this report, the aggregate market value of our
common  stock,  $0.001  par  value, held  by  non-affiliates  was
approximately $12,960 (600,000 shares at $0.0216,  which  is  the
last price which the registrant's common equity was sold).

           (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State  the  number of shares outstanding of each of the  issuer's
classes   of   common   equity,  as  of  the   latest   practical
date................

As  of  January 12, 2005, there were approximately 975,000 shares
of common stock, $0.001 par value, issued and outstanding.


Transitional Small Business Disclosure Format (check one)

Yes __X___          No ____


                                  2
<PAGE>


                        TABLE OF CONTENTS

PART I

Item 1.   Description of Business                                         4
Item 2.   Description of Property                                         10
Item 3.   Legal Proceedings                                               10
Item 4.   Submission of Matters to a Vote of Security Holders             11

PART II

Item 5.   Market for Common Equity, Related Stockholder Matters,
          and Small Business Issuer Purchases of Equity Securities        11
Item 6.   Management's Discussion and Analysis or Plan of Operation       11
Item 7.   Financial Statements                                            16
Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure                             16
Item 8.A. Controls and Procedures                                         17
Item 8.B  Other Information                                               17

PART III

Item  9.  Directors, Executive Officers, Promoters and
          Control Persons; Compliance with Section 16(a) of
          the Exchange Act                                                17
Item 10.  Executive Compensation                                          19
Item 11.  Security Ownership of Certain Beneficial Owners
          and Management and Related Stockholder Matters                  20
Item 12.  Certain Relationships and Related Transactions                  21
Item 13.  Exhibits                                                        22
Item 14.  Principal Accounting Fees And Services                          22


                                  3
<PAGE>


                             PART I

Item 1.     Description Of Business.

                   Forward-Looking Statements

     This Report on Form 10-KSB contains statements that plan for
or  anticipate  the  future. Forward-looking  statements  include
statements  about our future business plans and  strategies,  and
most other statements that are not historical in nature.  In this
report,  forward-looking statements are generally  identified  by
the  words "anticipate", "plan", "believe", "expect", "estimate",
and  the like. Because forward-looking statements involve  future
risks  and  uncertainties,  there are factors  that  could  cause
actual  results  to  differ materially from  those  expressed  or
implied.   For  example,  a few of the uncertainties  that  could
affect the accuracy of forward-looking statements include.

  1.   Changes   in  general  economic  and  business  conditions
       affecting our Company;
  2.   Legal or policy developments that diminish the appeal of our
       Company; and
  3.   Changes in our business strategies.

  The  Private  Securities Litigation Reform Act of  1995,  which
provides  a  "safe  harbor" for similar  statements  by  existing
public companies, does not apply to our Company.

                    Our Business Development

     BF  Acquisition Group III, Inc. ("BF Acquisition Group") was
incorporated under the laws of the State of Florida on April  15,
1999  as  a corporate vehicle created to seek to effect a merger,
exchange  of  capital stock, asset acquisition or  other  similar
business  combination with an operating business that desired  to
employ  the Company to become a reporting corporation  under  the
Securities  Exchange Act of 1934.  In March 2001,  we  ultimately
ceased  our  business activities and became  dormant  until  July
2004.  On  August  31, 2004, BF Acquisition Group  completed  the
acquisition  of  approximately 92%  of  all  of  the  issued  and
outstanding  shares  of  capital stock of  FundraisingDirect.com,
Inc., a Delaware corporation ("FundraisingDirect") pursuant to  a
share   exchange   agreement  between   BF   Acquisition   Group;
FundraisingDirect;  and Mr. Justin P. DiNorscia  and  Mrs.  Diane
DiNorscia, who were the owners of approximately 92% of all of the
issued    and   outstanding   shares   of   capital   stock    of
FundraisingDirect,   making  FundraisingDirect   BF   Acquisition
Group's 92% majority owned subsidiary. Additionally, pursuant  to
that  share  exchange agreement, BF Acquisition Group  elected  a
majority  of new members to its board of directors and  appointed
new  management.  FundraisingDirect  was  formed  as  a  Delaware
corporation on January 7, 1999.

     For  accounting  purposes, this acquisition transaction  was
accounted for as a reverse-acquisition, whereby FundraisingDirect
was  deemed to have purchased BF Acquisition Group. As a  result,
the  historical financial statements of FundraisingDirect  became
the  historical financial statements of BF Acquisition Group, and
BF  Acquisition Group's April 30 fiscal year end was  changed  to
FundraisingDirect's  December 31 fiscal  year.  Subsequently,  on
November 1, 2004, we changed our fiscal year end from December 31
to September 30. The Company is covering its transition period on
this Form 10-KSB.


                                  4
<PAGE>


     BF Acquisition Group operates as a holding company on behalf
of  its  majority owned subsidiary FundraisingDirect, and  unless
the  context otherwise requires, all references to the  "Company"
"we"  "our"  "us"  and other similar terms means  BF  Acquisition
Group  and FundraisingDirect, both of which are headquartered  in
Newark, Delaware.

                          Our Business

     FundraisingDirect is a nationwide Internet based fundraising
products  broker  that  operates in the $7 billion  product  fund
raising   market.  We  provide  schools,  institutions,  athletic
leagues,  youth  leagues, civic associations,  scouts,  churches,
clubs,   private  organizations  and  other  organizations   with
affordable   products   to   sell  in   connection   with   their
organizational   fund   raising  activities.  FundraisingDirect's
typical  products  consist of wrapping paper, gift  items,  pizza
kits, candy, cookie dough, magazines, candles, etc. Our customers
engage in fundraising activities in order to maintain or increase
desired  activities (full sports activities  for  both  boys  and
girls), scoreboards, fund trips for marching bands, new computers
for  schools  or  libraries, playground equipment for  elementary
schools, day care centers, pre-schools, etc.

     FundraisingDirect  has  historically  served  as  a  "sister
company"  or  "unofficial" Internet sales division  for  Imprints
Plus,  Inc.,  a  privately held corporation incorporated  in  the
State  of  Delaware  in 1988, which, like FundraisingDirect,  was
founded by and is controlled by Mr. Justin P. DiNorscia and  Mrs.
Diane  DiNorscia.  Imprints Plus has been  an  innovator  in  the
fragmented, slow changing product fund raising industry for  over
15  years, which provide its customers with a cost effective  and
efficient  proven  method to sell a variety of products  to  meet
their  fund raising goals. Imprints Plus' revenues for the fiscal
years  ending  2002  and  2003  were $3,669,672  and  $3,544,230,
respectively.  FundraisingDirect processes all of  Imprint  Plus'
Internet sales, although it has none of its own employees, office
space or other business facets. Pursuant to an unwritten contract
between  FundraisingDirect and Imprints  Plus,  FundraisingDirect
operates  out of Imprints Plus' office space, and has  access  to
all of Imprints Plus' personnel and all other business aspects in
exchange  for  paying  a  percentage of Imprint  Plus'  operating
expenses,  which  is  equal to the ratio  of  FundraisingDirect's
revenue to Imprints Plus' revenue.

     Business Operations

     We  offer  our customers a vast array of products nationwide
including,  but  not  limited  to, candies,  foodstuffs  such  as
gourmet  spreads,  candles, coffee, nationally  known  magazines,
gift-wrapping, jewelry and garden products.  We provide more than
100+ products to our customers in the U.S. through our sales  and
distribution center located in Newark, Delaware.

     FundraisingDirect has a complete Internet marketing approach
consisting of constant updates, promotions and sign-up incentives
to  our  current customer base, along with any organization  that
has  requested  information from us in the past. We  accomplishes
this by using our e-mail service on a monthly basis.


                                  5
<PAGE>


       FundraisingDirect  purchases  all  of  its  products  from
Imprints   Plus.   Imprints  Plus  has   developed   longstanding
relationships with their suppliers. To maximize their  purchasing
power,  Imprints Plus' purchasing strategy has been to  establish
preferred  relations  with certain suppliers  with  whom  we  can
capitalize  on  purchasing economies. This  "preferred  supplier"
strategy   creates   advantageous   pricing   relationships   for
FundraisingDirect.

     The  traditional  fund  raising process  is  as  follows:  A
customer  (organization)  contacts  FundraisingDirect   via   the
Internet   to  place  a  product  order.  Our  customer   service
department answers any questions the customer may have and  sends
the  customer  sales  packets to pass out  to  its  members.  The
organization's  members take product orders from  the  applicable
brochure  and collect money for the products up-front. After  two
weeks  of  product selling, the organization's members  turns  in
their  order  forms,  along with the money they  collected,  into
their  organization  for  deposit into their  bank  account.  The
organization  keeps  40%  of  the total  proceeds  and  sends  to
FundraisingDirect a single check for 60% of the  total  proceeds,
along  with  all  of  the order forms. FundraisingDirect  creates
order  fulfillment documents for those items in stock, which  are
routed  to  their warehouse for order fulfillment.  At  the  same
time, we transmit via telephone fax or Internet those portions of
the  orders  not  in  stock to a designated supplier.  Typically,
suppliers  ship customer orders directly to one of our warehouses
to ensure that the right product will be delivered, undamaged, to
the  proper customer address. We typically receive products  from
our  suppliers  within 10-14 days. Within 3 to 4 weeks  from  the
date  of our receipt of a customer's proceeds, we pack the  order
and  our  dispatch calls the organization to schedule a delivery.
FundraisingDirect's drivers make the delivery as  scheduled,  and
help unload the products at the customer's school, field or other
location.  We  utilize  Imprint Plus'  vehicles  to  deliver  our
products.

     Competition

     FundraisingDirect   operates   in   a   highly   competitive
marketplace. The market for our products is relatively fragmented
with  a  large number of competitors. We face intense competition
from  Cherrydale  Farms, Entertainment Publications,  Innisbrook,
Nestle,  the Hershey Company, and QSP, a division of the  Readers
Digest Corporation, all of which are more established than we are
and  have  substantially greater financial, marketing, sales  and
other  resources than we do. Competition from our competitors  is
based  primarily  on better product pricing, value  and  service;
broader  product offerings; and more established market  presence
and stronger customer and vendor relationships. FundraisingDirect
believes  that we compete favorably with these companies  on  the
basis  of  our  customer friendly services and the price  of  our
products.

     Employees

     Pursuant  to an unwritten contract between FundraisingDirect
and  Imprints  Plus, FundraisingDirect operates out  of  Imprints
Plus'  office  space,  and has access to all  of  Imprints  Plus'
personnel and all other business aspects in exchange for paying a
percentage of Imprint Plus' operating expenses, which is equal to
the  ratio  of  FundraisingDirect's  revenue  to  Imprints  Plus'
revenue.  Imprints  Plus  presently employs  a  total  of  twenty
people, five of which are part-time, not including Imprint  Plus'
independent outside sales representatives. The employees work  in
management, administration, sales and marketing, warehousing  and
delivery.


                                  7
<PAGE>


     Facilities

     FundraisingDirect's    executive   and    business    office
headquarters consists of office space located at 4 Mill Park Ct.,
Newark,  Delaware  19713.  FundraisingDirect  coordinates   their
operations,  market our products and maintain  a  warehouse  from
this  facility.  They believe their facilities are  adequate  for
their reasonably foreseeable needs.

     FundraisingDirect's Web Site

     FundraisingDirect  has its own dedicated  servers  and  have
contracted  with an off-site location to house and  maintain  the
servers. It has a direct T1 connection with a full T1 backup  for
our  in-house  server  facility.  We  have  24-hour  support  and
redundant  backup  systems. The open  and  secure  platforms  are
updated as required.

     Government Regulations That Affect FundraisingDirect's Business

     FundraisingDirect's  business is not  currently  subject  to
direct regulation by any domestic or foreign governmental agency,
other than regulations generally applicable to businesses, and it
believes that it has complied with these laws and regulations  in
all material respects.

                   Risk Related to our Company

We have a history of net losses and we may not be profitable in
the future.

     FundraisingDirect has a history of net losses. For its  nine
months  ended September 30, 2004, year ended December  31,  2003,
and  nine  months  ended  September 30,  2003,  FundraisingDirect
incurred   a   net  loss  of  $(91,234),  $(11,635)  and   $(30),
respectively. We cannot assure you that we will not  continue  to
incur  net  losses for the foreseeable future, which could  cause
the  value  of  our  stock to decline and  adversely  affect  our
ability to finance our business in the future.

Our Quarterly Operating Results May Fluctuate Significantly in
the Future as a Result of a Variety of Factors, Many of Which Are
Outside of Our Control

     Our  quarterly operating results may fluctuate significantly
in  the future as a result of a variety of factors, many of which
are outside of our control. These factors include:

1.   Effects of seasonality;
2.   The changing demand for our products and services;
3.   Product  shortages requiring suppliers to allocate  minimum
     quantities;
4.   Changes   in   their  pricing  structure  resulting   from
     competition or other factors;
5.   Our  ability  to  enter  into,  renegotiate  or  renew  key
     agreements;
6.   The  amount and timing of our costs related to our marketing
     efforts or other initiatives;
7.   Costs we may incur as we expand our operations;


                                  7
<PAGE>


8.   Competitive factors;
9.   Delays associated with ground or air delivery companies; or
10.  Economic  conditions specific to the fund raising  industry,
     as well as general economic conditions.

     Therefore, our operating results for any particular  quarter
may  not  be indicative of future operating results. Our business
is   seasonal,   with  sales  higher  during   the   second   and
fourthquarters and slightly lower in the first and third quarters
of  each  calendar year. This occurs because our biggest  revenue
source  is  scholastic  sports teams, whose  seasons  start  when
schools start in the third calendar quarter, which coincides with
beginning  fall  sports  programs,  and  in  the  first  calendar
quarter,  which  coincides with the commencement  of  spring  and
summer  sports programs. FundraisingDirect expects this  seasonal
business  cycle  to  gradually flatten out as  it  acquires  more
significant non-sports oriented national customers, such  as  the
Future Farmers of America and the 4-H Clubs.

     Additionally,  our  operating  expenses  are  based  on  our
expectations of future revenues and are relatively fixed  in  the
short term. If we have lower revenues than we expect, we may  not
be  able to quickly reduce our spending in response. In addition,
we  intend  to significantly increase our operating  expenses  to
grow  our  business. Any shortfall in our revenues would  have  a
direct impact on our operating results for a particular quarter.

II.  Risks Related to FundraisingDirect's Business

Operating in Specialized Markets Exposes FundraisingDirect to
Certain Unforeseen Risks That Could Materially Adversely Affect
Our Operating Results

     Like any business enterprise operating in a specialized  and
competitive market, FundraisingDirect is subject to many business
risks  that include, but are not limited to, unforeseen marketing
and  promotional  expenses,  unforeseen  negative  publicity  and
competition.  Many of the risks inherent in our business  may  be
unforeseeable  or beyond the control of our management,  and  our
failure  to  successfully address such matters  in  a  timely  or
effective  manner would materially adversely affect our operating
results. See "Description of Business".

If  We  Cannot  Retain Our Key Personnel And Attract  And  Retain
Additional   Key  Personnel,  Our  Business  Will  Be   Adversely
Impacted.

     FundraisingDirect  depends to a significant  extent  on  the
contributions and industry experience of their key personnel,  in
particular  their president, Justin P. DiNorscia; their  national
sales director, Tom Hynson; and their operations manager, Giacamo
Bonvetti. If we fail to retain the services of our key personnel,
our  ability to successfully operate will be impaired. We do  not
carry  key man life insurance policies on any of these employees,
and  we do not presently have written employment agreements  with
any of them. In addition, FundraisingDirect's future success will
also depend upon our ability to continue to attract, motivate and
retain highly qualified employees. Competition for highly skilled
employees  is intense and we may not be successful in  attracting
and retaining such personnel, and FundraisingDirect's failure  to
identify  and  retain  these additional personnel  could  have  a
material adverse affect on our success.


                                  8
<PAGE>


A  Significant  Downturn  In  General Economic  Conditions  Could
Result  In  A  Reduction In Discretionary  Spending  Which  Could
Reduce  Demand  For FundraisingDirect's Products And  Could  Harm
FundraisingDirect's Business

     FundraisingDirect's  product  sales  are  affected  by   our
product end-user's ability and desire to spend disposable  income
on  fund  raising products. Any significant downturn  in  general
economic conditions which results in a reduction of discretionary
spending  could result in a reduction in demand for our  products
and  could  harm  our business. In the event  the  United  States
economy enters into an economic slowdown or recession as a result
of  political,  military,  terrorist  or  other  activities,  our
operating  results  in  future  periods  would  be  significantly
adversely affected.

Our  Consumable  Products Could Subject Us To  Certain  Liability
Claims That Could Harm Our Business

     Since  FundraisingDirect operates in the  food  industry,  a
portion  of  our  products may subject us  to  certain  liability
claims relating to, among other things, personal injury or death,
which results from a consumer's consumption of spoiled perishable
food  or  other  causes, and our product liability insurance  and
other  insurance  may  not be sufficient to cover  all  potential
claims  any third parties may bring against us. While we are  not
currently  a party to any material litigation, if any actions  or
lawsuits  are brought against us in the future, such  actions  or
lawsuits may have a material adverse effect on us, even  if  such
lawsuits  are without merit. We attempt to minimize our potential
liability   through  effective  quality  control  and  management
procedures.  We  also  carry  a  variety  of  insurance  policies
including  policies insuring against product  liability  and  in-
house spoilage; however, we cannot assure you that such insurance
policies   will  adequately  cover  our  losses  resulting   from
liability, or that we will continue to qualify for, or be able to
afford or obtain, insurance in the future.





FundraisingDirect Faces Intense Competition Now and Expects to
Face More Competition in the Future

       FundraisingDirect   competes  in  a   highly   competitive
marketplace.   The  market  for  their  products  is   relatively
fragmented  with a large number of competitors. FundraisingDirect
faces  intense  competition from Cherrydale Farms,  Entertainment
Publications, Innisbrook, Nestle, the Hershey Company, and QSP, a
division of the Readers Digest Corporation, all of which are more
established   than  they  are  and  have  substantially   greater
financial,  marketing, sales and other resources  than  they  do.
Competition from these competitors is based primarily  on  better
product  pricing,  value and service; broader product  offerings;
and  more  established market presence and stronger customer  and
vendor  relationships. In order to achieve and maintain  expected
profitability  levels, FundraisingDirect must  continue  to  grow
their   business  while  maintaining  the  service   levels   and
aggressive pricing necessary to retain existing customers in each
of  their business segments. Their failure to adequately  address


                                  9
<PAGE>


these  challenges  could  put them at a competitive  disadvantage
relative to these competitors.


Our  Distribution Arrangements With Our Suppliers Are Subject  to
Prevailing  Market Conditions, Which Means We Could Lose  Revenue
Or Incur Disruption In Product Distribution Process

      FundraisingDirect is not a party to any long-term or  fixed
price  supply  agreements. Their distribution  arrangements  with
their  suppliers  are  subject to prevailing  market  conditions,
which  means they could lose revenue or incur disruption in their
product distribution process.  If these agreements are terminated
or  amended in a manner adverse to FundraisingDirect, they could:
(i)  enter into new distribution arrangements for their  products
which may be on less favorable terms; (ii) lose revenue from lost
sales  opportunities;  (iii)  experience  difficulties  or  other
delays  in the distribution of their products; and (iv) incur  an
increase in the cost of distributing their products.

Our Reliance Upon Our Suppliers and Industry Supply Conditions
Could Have a Material Adverse Affect On Our Financial Results

     FundraisingDirect's  operations require  a  high  volume  of
quality products that are procured from, and assembled by,  third
party  suppliers.  Reliance on suppliers,  as  well  as  industry
supply  conditions generally, involves several  risks,  including
the   possibility   of   defective   merchandise,   shortage   of
merchandise, increases in costs and reduced control over delivery
schedules,   any   or  all  of  which  could   adversely   affect
FundraisingDirect's financial results. Although most products are
generally  available from multiple sources, we do rely upon  only
one  or  two  suppliers of certain product  lines.  The  lack  of
availability of timely and reliable supply of products from these
sources  could adversely affect our business. Occasionally,  such
items  may  be  subject to allocations and  they  may  experience
difficulty  in obtaining sufficient quantities of such  products.
In  some  cases, alternative sources of supply may not be readily
available or available at suitable prices. In other cases, we may
establish a working relationship with a single source, even  when
multiple   suppliers  are  available,  if  we   believe   it   is
advantageous  to  do  so  due to performance,  quality,  support,
delivery,  capacity  or price considerations.  Where  alternative
sources are available, qualification of the alternative suppliers
and establishment of reliable supplies could result in delays.

Item 2.    Properties.

     Our  executive and business office headquarters consists  of
office  space located at 4 Mill Park Ct., Newark, Delaware 19713.
We coordinate our operations, market our products and maintain  a
warehouse  from  this facility.  We believe  our  facilities  are
adequate for our reasonably foreseeable needs.

Item 3.    Legal Proceedings.

     We  are  not a party to any material legal proceedings,  nor
are we aware of any threatened litigation of a material nature.


                                  10
<PAGE>


Item 4.    Submission Of Matters To A Vote Of Security Holders.

     No  matter  was submitted to a vote of our security  holders
during  the  fourth quarter of the fiscal year  covered  by  this
report.

                             PART II

Item 5.    Market For Common Equity And Related Stockholders
Matters.

     No public trading market presently exists for BF Acquisition
Group's  common  stock and we cannot assure you  that  a  trading
market  for its common stock will ever develop. Approximately  15
holders  of record hold BF Acquisition Group's common  stock.  No
cash  dividends  were declared or paid on BF Acquisition  Group's
common  stock  since  our  inception. No restrictions  limit  our
ability to pay dividends on our common stock. We do not expect to
pay any dividends in the near future.

Recent Sales of Unregistered Securities

     In July 2004, the Company authorized the issuance of 150,000
shares  of  unregistered common stock to two related entities  in
exchange  for  the cancellation of $3,250 in debt obligation  the
Company  had  to the two entities. These entities were  the  only
offerees in connection with this transaction.

     In  August  2004,  pursuant to the share exchange  agreement
with  FundraisingDirect, the Company authorized the  issuance  of
3,000,000 shares of unregistered series A preferred stock to  Mr.
Justin DiNorscia and Mrs. Diane DiNorscia in exchange for 425,000
shares (approximately 92%) of FundraisingDirect.

     The  Company  relied on Section 4(2) of the  Securities  Act
since these transactions did not involve any public offering.  No
underwriters were utilized and no commissions or fees  were  paid
with respect to these transactions.

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

                            Overview

     The  following  discussion "Management's Plan of  Operation"
contains  forward-looking  statements.  The  words  "anticipate,"
"believe,"  "expect,"  "plan," "intend,"  "estimate,"  "project,"
"will,"  "could," "may" and similar expressions are  intended  to
identify forward-looking statements. Such statements reflect  our
current  views  with  respect  to  future  events  and  financial
performance  and involve risks and uncertainties. Should  one  or
more   risks   or  uncertainties  occur,  or  should   underlying
assumptions  prove incorrect, actual results may vary  materially
and   adversely  from  those  anticipated,  believed,   expected,
planned,  intended, estimated, projected or otherwise  indicated.
We  caution  you  not to place undue reliance on  these  forward-
looking  statements, which we have made as of the  date  of  this
Annual Report on Form 10-KSB.


                                  11
<PAGE>


     The  following is qualified by reference to, and  should  be
read   in  conjunction  with  our  audited  financial  statements
("Financial   Statements"),  and  the  notes  thereto,   included
elsewhere  in  this  Form  10-KSB,  as  well  as  the  discussion
hereunder "Management's Plan of Operation".

          BF Acquisition Group III, Inc. ("BF Acquisition Group")
was  incorporated under the laws of the State of Florida on April
15,  1999  as  a corporate vehicle created to seek  to  effect  a
merger,  exchange  of capital stock, asset acquisition  or  other
similar  business  combination with an  operating  business  that
desired  to  employ the Company to become a reporting corporation
under  the  Securities Exchange Act of 1934.  In March  2001,  we
ultimately  ceased  our business activities  and  became  dormant
until  July  2004.  On  August  31, 2004,  BF  Acquisition  Group
completed  the  acquisition of approximately 92% of  all  of  the
issued    and   outstanding   shares   of   capital   stock    of
FundraisingDirect,      Inc.,     a     Delaware      corporation
("FundraisingDirect")  pursuant to  a  share  exchange  agreement
between  BF Acquisition Group; FundraisingDirect; and Mr.  Justin
P.  DiNorscia  and Mrs. Diane DiNorscia, who were the  owners  of
approximately 92% of all of the issued and outstanding shares  of
capital  stock of FundraisingDirect, making FundraisingDirect  BF
Acquisition  Group's 92% majority owned subsidiary. Additionally,
pursuant  to that share exchange agreement, BF Acquisition  Group
elected  a majority of new members to its board of directors  and
appointed new management.

     For  accounting  purposes, this acquisition transaction  was
accounted for as a reverse-acquisition, whereby FundraisingDirect
was  deemed to have purchased BF Acquisition Group. As a  result,
the  historical financial statements of FundraisingDirect  became
the  historical financial statements of BF Acquisition Group, and
BF  Acquisition Group's April 30 fiscal year end was  changed  to
FundraisingDirect's  December 31 fiscal  year.  Subsequently,  on
November 1, 2004, we changed our fiscal year end from December 31
to September 30. The Company is covering its transition period on
this Form 10-KSB.

     BF Acquisition Group operates as a holding company on behalf
of  its  majority owned subsidiary FundraisingDirect, and  unless
the  context otherwise requires, all references to the  "Company"
"we" "our" "us" and other similar terms means both BF Acquisition
Group  and FundraisingDirect, both of which are headquartered  in
Newark, Delaware.


     We  failed  to file in a timely manner our required  reports
with  the Securities and Exchange Commission ("SEC") on Form  10-
QSB  for  the quarterly periods ended July 31, 2001, October  31,
2001,  January 31, 2002, July 31, 2002, October 31, 2002, January
31,  2003, July 31, 2003, October 31, 2003, January 31, 2004, and
on  Form 10-KSB for the annual reports the years ended April  30,
2001,  2002  and  2003.  No provision has been  recorded  in  the
accompanying  financial statements for the cost  of  actions,  if
any,  that  the  SEC may take against the Company  for  its  non-
compliance during this period.

     We  incurred  a loss from operations, and presently  do  not
have  sufficient  revenues to cover our  incurred  expenses.  Our
management  recognizes  that  our  financial  condition  will  be
materially  adversely affected if we do not  generate  additional
resources  to enable us to pay our obligations as they come  due,
and we cannot assure you that this will occur.


                                  12
<PAGE>


     Presently,  our Company expects to meet its current  capital
requirements for the next twelve months pursuant to loans made to
our Company from our affiliate stockholders.

OVERVIEW OF COMPANY.

     We have a history of net losses and we may not be profitable
in the future. For its nine months ended September 30, 2004, year
ended  December  31,  2003, and nine months ended  September  30,
2003,   FundraisingDirect  incurred  a  net  loss  of  $(91,234),
$(11,635) and $(30), respectively. We cannot assure you  that  we
will not continue to incur net losses for the foreseeable future,
which could cause the value of our stock to decline and adversely
affect our ability to finance our business in the future.

   Our  long-term  viability as a going concern is  dependent  on
certain  key factors, such as, our ability to continue to  obtain
financing  from  its  existing affiliate  stockholders  or  other
sources of outside financing to support our near term operations;
and our ability to increase profitability and sustain a cash flow
level that will ensure support for continuing operations.

SIGNIFICANT ACCOUNTING POLICIES

        Our financial statements have been prepared in conformity
with  U.S. generally accepted accounting principles. As a result,
some  accounting  policies have a significant impact  on  amounts
reported  in  these  financial statements.  A  summary  of  those
significant accounting policies can be found in the notes to  the
Financial Statements.

NON-CASH ISSUANCES OF SERIES A PREFERRED STOCK

     We issued Series A preferred stock to two individuals in non-
cash transactions on August 31 2004. The Series A preferred stock
is  convertible  into common stock. The stockholders'  equity  at
December  31,  2003  has  been  retroactively  restated  for  the
equivalent  number of shares received in the reverse  acquisition
at  August  31,  2004  (See  note  1  to  the  audited  financial
statements)  after giving effect to the difference in  par  value
with the offset to additional paid-in-capital.

TRANSITION  REPORT  FOR THE TRANSITION PERIOD FROM  DECEMBER  31,
2003 TO SEPTEMBER 30, 2004

      On  November 1, 2004, we changed our fiscal year  end  from
December  31 to September 30. Pursuant to Rule 15d-10, this  Form
10-KSB covers the resulting transition period between the closing
date  of our most recent fiscal year and the opening date of  our
new fiscal year.

RESULTS OF OPERATIONS

Nine  months  ended September 30, 2004 compared with  year  ended
December 31, 2003.
-----------------------------------------------------------------

     Net sales for FundraisingDirect were $16,827 for nine months
ended  September  30, 2004, which is the transition  period  from


                                  13
<PAGE>


December  310, 2003 to September 30, 2004, compared  to  $128,090
for fiscal year ended December 31, 2003, a decrease in the amount
of  $111,263 or 87%. The decrease in sales is attributed  to  (i)
FundraisingDirect's seasonality and change  in  its  fiscal  year
end,  because  its new fiscal year end does not include  in  this
transition report the fourth quarter of the calendar year,  which
is  historically its greatest earnings period; and  (b)  a  lower
rate  of  participation among existing customers, who, once  they
initially become customers of FundraisingDirect, typically  begin
dealing  with  its sister corporation's (Imprints Plus)  customer
service  representatives,  and those subsequent  sales  are  then
booked  as  Imprint's  Plus  sales, not FundraisingDirect  sales.
Additionally,  over  the  past two years,  FundraisingDirect  has
effectively ceased marketing itself, other than with  respect  to
relatively low cost and low return Internet marketing techniques.

      Gross  profit for FundraisingDirect as a percentage of  net
sales  was  36.16%  for  nine months ended  September  30,  2004,
compared  to 45.68% for year ended December 31, 2003, a  decrease
of 20.8%. This decrease is a result of a purchase vendor's rebate
during 2003 that inflated FundraisingDirect's 2003 gross profit.

     Selling  and  administrative expenses for FundraisingDirect,
were  $97,316 for nine months ended September 30, 2004,  compared
to  $70,158  for  year ended December 31, 2003,  an  increase  of
$27,161.  The  increase is mainly due to costs  of  approximately
$64,000  incurred during 2004 for website development, offset  by
the  decrease  in  allocated selling and administrative  expenses
from  Imprints  Plus.  The  decrease  in  allocated  amounts  are
reflected in the overall decrease in FundraisingDirect's sales.

      Net  loss for FundraisingDirect increased to $(91,234)  for
nine  months ended September 30, 2004, compared to $(11,635)  for
year ended December 31, 2003. The increase was attributable to  a
combination  of  its decrease in net sales with its  decrease  in
gross   profit   and  significant  increases   in   selling   and
administrative expenses.

Nine  months  ended September 30, 2004 compared with nine  months
ended September 30, 2003.
-----------------------------------------------------------------

     Net sales for FundraisingDirect were $16,827 for nine months
ended  September  30, 2004, compared to $41,188 for  nine  months
ended September 30, 2003, a decrease in the amount of $24,361  or
59.15%.  The decrease in sales is attributed to a lower  rate  of
participation among existing customers, who, once they  initially
become  customers of FundraisingDirect, typically  begin  dealing
with  its  sister corporation's (Imprints Plus) customer  service
representatives, and those subsequent sales are  then  booked  as
Imprint's  Plus sales, not FundraisingDirect sales. Additionally,
over the past two years, FundraisingDirect has effectively ceased
marketing itself, other than with respect to relatively low  cost
and low return Internet marketing techniques.

      Gross  profit for FundraisingDirect as a percentage of  net
sales  was  36.16%  for  nine months ended  September  30,  2004,
compared to 50.54% for the nine months ended September 30,  2003,
a  decrease  of  28.4%. This decrease is a result of  a  purchase
vendor's  rebate  during  2003 that inflated  FundraisingDirect's
2003 gross profit.



                                  14
<PAGE>


     Selling  and  administrative expenses for FundraisingDirect,
were  $97,316 for nine months ended September 30, 2004,  compared
to  $20,844 for nine months ended September 30, 2004, an increase
of  $76,472  The increase is mainly due to costs of approximately
$64,000 incurred during 2004 for website development.

      Net  loss for FundraisingDirect increased to $(91,234)  for
fiscal  year ended September 30, 2004, compared to $(30) for  the
nine   months   ended  September  30,  2003.  The  increase   was
attributable to a combination of its decrease in net  sales  with
its decrease in gross profit and significant increases in selling
and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

     Cash  was $106 at September 30, 2004 as compared to $576  at
December  31,  2003; and working capital deficit was  $72,511  at
September 30, 2004 as compared to $ 170,814 at December 31, 2003.
The  increase  in  the working capital deficit is  primarily  the
result of recurring losses.

     Cash  used  by  FundraisingDirect for  operating  activities
during  the  nine  months ended September 30, 2004  was  $21,748,
which  included  $91,234 of net loss offset by stock  issued  for
services of $69,430. FundraisingDirect's greatest source of  cash
during this period was $130,000, which was derived from a capital
contribution  from its principal shareholders.  Significant  cash
requirements  during  the nine months ended  September  30,  2004
included $108,722 related to repayment of amounts due to Imprints
Plus.

     Cash  used by FundraisingDirect for operating activities  in
the  year  ended  December 31, 2003 was  $3,654,  which  included
$11,635  of  net  loss and $12,844 of collections  from  accounts
receivable.   FundraisingDirect's  only  source  of   cash   from
financing  activities during this period was  $3,769,  which  was
increase in the amount due to Imprints Plus.

     To  continue  with our business operations, we will  require
additional  short-term  working  capital  because  we  have   not
generated  sufficient cash from operations to fund our  operating
activities  through the end of fiscal 2005.  As of September  30,
2004,  FundraisingDirect had minimal cash that could be  used  in
connection with funding its operations.

      FundraisingDirect relies upon cash flow from operations and
capital  provided by its principal shareholders to  fund  working
capital  and capital expenditures; and FundraisingDirect  expects
to  meet  its  cash  requirements during the next  12  months.  A
decrease  in  sales  revenue  or the  refusal  of  its  principal
shareholders  to  continue  to  provide  it  with  capital  could
negatively  impact  its  short and long-term  liquidity.  Various
economic  conditions, the significant decrease in  our  marketing
spending,  the  loss of customers or lower rate of  participation
among  existing  customers could result in a  decrease  in  sales
revenue.  If  other  additional  capital  is  required  to   fund
FundraisingDirect's current operations, no assurance can be given
that  such capital will be available on acceptable terms,  if  at
all.  In such an event, this may have a materially adverse effect
on   FundraisingDirect's   current   operations   and   financial
condition. If the need arises, additional funding would likely be
provided  through the use of various types of short term funding,
or loans from banks or financial institutions.


                                  15
<PAGE>


SIGNIFICANT TRENDS, DEVELOPMENTS AND UNCERTAINTIES

      Over the years, FundraisingDirect has seen continued growth
in all segments of its industry, but has experienced a lower rate
of  participation  among  existing customers,  because  customers
prefer  the  personalized customer service  that  Imprints  Plus'
customer  service personnel offers. In most cases, our customer's
participants   are  volunteers,  and  as  such,  seek   efficient
solutions that can decrease demand on their time. Imprints  Plus'
customer   efficiency  can  provide  efficient   solutions   that
FundraisingDirect cannot. As a result, this migration trend  will
continue, which is detrimental to FundraisingDirect. Also,  as  a
result  of  this  trend,  management  has  determined  to   cease
expending its limited capital for marketing purposes, other  than
with  respect  to  relatively low cost and  low  return  Internet
marketing techniques.

INFLATION AND SEASONALITY

     FundraisingDirect's business is seasonal, with sales  higher
during  the second and fourth quarters and slightly lower in  the
first  and  third  quarters of each calendar  year.  This  occurs
because  our  biggest revenue source is scholastic sports  teams,
whose  seasons  start when schools start in  the  third  calendar
quarter, which coincides with beginning fall sports programs, and
in   the  first  calendar  quarter,  which  coincides  with   the
commencement    of    spring   and   summer   sports    programs.
FundraisingDirect  expects  this  seasonal  business   cycle   to
gradually  flatten out as it acquires more significant non-sports
oriented  national  customers, such  as  the  Future  Farmers  of
America and the 4-H Clubs.

DESCRIPTION OF PROPERTY

      We share a lease with Imprints Plus of approximately 16,600
square  feet of office and warehouse space for our executive  and
business office and warehouse headquarters in Newark Delaware. We
coordinate  our  operations and market our  services  from  these
facilities.  We  believe  our facilities  are  adequate  for  our
reasonably foreseeable future needs. Our office space  is  leased
at fair market value rates from related parties.


2005 OUTLOOK
     FundraisingDirect's ability to continue  with  its  business
operations  will  be heavily dependent on it securing  additional
capital  from its principal shareholders to fund working  capital
and  capital  expenditures.  There  is  no  assurance  that  this
additional capital will be available.

Item 7.    Financial Statements.

     Our  Financial  Statements of are  attached  as  Appendix  A
(following  Exhibits) and included as part of  this  Form  10-KSB
Report.   A  list  of  our Financial Statements  is  provided  in
response to Item 13 of this Form 10-KSB Report.

Item 8.    Changes In And Disagreements With Accountants On
      Accounting and Financial Disclosure.

   Not Applicable


                                  16
<PAGE>


Item 8A. Controls And Procedures.

      As  of  the  end of the period covered by this  report,  an
evaluation  was  performed  under the supervision  and  with  the
participation of the Company's principal executive  officers  and
financial  officers  of  the  effectiveness  of  the  design  and
operation of the Company's disclosure controls and procedures (as
such  term is defined in Rules 13a-15(e) and 15d-15(e) under  the
Exchange Act) as of the end of the period covered by this report.
The  evaluation  revealed  to the Company's  principal  executive
officers and financial officers that the design and operation  of
the  Company's disclosure controls and procedures were  effective
as of the end of the period covered by this report.

      There  have  been no significant changes in  the  Company's
internal  controls and in other factors that could  significantly
affect  internal controls subsequent to the date  of  the  above-
described evaluation period.


Item 8B. Other Information.

     Not applicable


                            PART III

Item 9.   Directors, Executive Officers, Promoters And Control
          Persons; Compliance With Section 16(A) Of The Exchange
          Act.

Directors,  Executive Officers and Significant  Employees  of  BF
Acquisition Group

     Pursuant to the provisions of BF Acquisition Group's Bylaws,
its  current  directors and executive officers hold office  until
his  or  her successor is elected or appointed and qualified,  or
until  his or her death, resignation or removal by the  Board  of
Directors.   Certain  information about  BF  Acquisition  Group's
current directors and executive officers is set forth below.

     The  following  table  sets forth  the  full  name,  present
principal occupation or employment, five-year employment  history
and  certain other information concerning Directors and Executive
Officers of BF Acquisition Group.

Name                    Age  Position              Term/Period Served

Justin P. DiNorscia(1)  51   Director, President,  1yr./since August 2004
                             Chief Executive
                             Officer, Treasurer



                                  17
<PAGE>


William R. Colucci       65  Director           1yr./Director since inception

Joseph  T.  Drennan      59  Director           1yr./since August 2004
------------------------------------------------------------------------------
(1)  Mr.  DiNorscia also serves as FRD's sole member of its board
     of directors, and as its president, treasurer and secretary.

Justin  P. DiNorscia. Mr. DiNorscia is currently also a director,
president and chief executive officer of Imprints Plus, which  he
founded  in 1988. Imprints Plus, Inc. operates in the $7  billion
product  fund  raising market. It provides schools, institutions,
athletic leagues and other organizations with affordable products
to  sell  in  connection with their organizational  fund  raising
activities. After graduating from the University of Delaware as a
teacher and athletic coach, Mr. DiNorscia began his career  at  a
private  high school in Wilmington, Delaware. In 1975, he  joined
NASCO,  Inc.,  a national product fund raising company  based  in
Nashville,  Tennessee. After receiving the outstanding  award  of
"Rookie  of  the Year" with sales in his territory exceeding  any
representative  in the seventeen-year history of  NASCO,  he  was
quickly  made  an Area Manager covering the states  of  Maryland,
Delaware, Pennsylvania, and New Jersey.  In 1977, just two  short
years after joining NASCO, he was promoted to Regional Manager of
the  entire Northeast portion of the United States. As both  area
and  regional manager, he was responsible for recruiting,  hiring
and  training all independent representatives and area  managers.
Just a few years later, Mr. DiNorscia became a Divisional Manager
responsible for overseeing a national management team  and  sales
force.  Subsequently, he was promoted to a Senior Vice  President
level  in charge of all nationwide sales where he remained  until
1988. Diane DiNorscia is Justin P. DiNorscia's wife.

William R. Colucci. Mr. Colucci is an independent consultant  who
provides investment banking and business consulting services  for
emerging growth companies.  From September 1997 to December 1999,
Mr.  Colucci  served as a consultant with Harbor Town  Management
Group  Inc.,  a  privately  held management  firm  that  provided
investment banking and business consulting services.   From  June
1996  to  May 1997, Mr. Colucci served as Chief Operating Officer
and  SEC Compliance Officer for Physicians' Laser Services,  Inc.
From  April  1991 to May 1996, he served as a senior  partner  of
Decision  Dynamics,  Inc.,  a private business  and  real  estate
consulting  firm,  where  he  provided  clients  such  as   Alcoa
Properties,  the Branigar Corporation, and Mobil Land Development
Corporation  with  consulting services that included  market  and
investment  analysis, property positioning and  economic  payback
analysis.

Joseph  T.  Drennan.   Mr. Drennan has  more  than  30  years  of
experience in management, marketing and finance in the  financial
services  and information technology industries.  He has directed
and  implemented  business  turnarounds,  crisis  management  and
strategic planning for customers and clients ranging in size from
$5  million  in revenue to Fortune 100 companies in a variety  of
industries.  Since 2001 Mr. Drennan has been a partner in  and  a
co-founder of Mulberry Consulting Group, LLC.  Mulberry  provides
business  and  management consulting services to small  and  mid-
market  companies  in a variety of industries  with  emphasis  on
operational  analysis,  strategic and  operational  planning  and
implementation  solutions and processes. From 1996  to  2000  Mr.
Drennan  served  as  Vice President and corporate  secretary  for
CoreTech Consulting Group, Inc., a leading Information Technology


                                  18
<PAGE>


consulting   firm.   His  responsibilities   included   planning,
marketing, finance, legal and facilities management.  Mr. Drennan
currently  serves  on the Board of Directors of  United  Bank  of
Philadelphia  and  serves on its Audit and Capital  and  Planning
Committees.   He is a past Chairman of the Board of St.  Joseph's
Prep, the Jesuit high school in Philadelphia.

     Audit Committee

     The  Company currently does not have a separately designated
standing audit committee in place; instead, the Company's  entire
board  of directors serves in that capacity. This is due  to  the
small  number  of directors and executive officers involved  with
the  Company.  Our board of directors will continue to  evaluate,
from time to time, whether a separately designated standing audit
committee  should  be  put  in  place.  Mr.  Joseph  T.  Drennan,
qualifies  as  a  "financial expert"  pursuant  to  Item  401  of
Regulation S-B.

     Section 16(a) Beneficial Ownership Reporting Compliance

      To  the best of our knowledge, no officer, director  and/or
beneficial owner of more than 10% of our Common Stock, failed  to
file  reports  as required by Section 16(a) of the  Exchange  Act
during the period covered by this report.

     Code of Ethics

     The  Company  has not yet adopted a code of ethics  for  its
principal executive officer, principal financial officer  or  any
other  position  due  to the small number of  executive  officers
involved  with the Company. Our board of directors will  continue
to  evaluate, from time to time, whether a code of ethics  should
be developed and adopted.

     Family Relationships

     None

     Certain Legal Proceedings

     None

Item 10.   Executive Compensation.

     During  the  period  covered by this  report,  no  executive
officer  of  our  Company received any type of  salary  or  other
compensation in connection with their employment as such; and  no
employment  agreement was entered into with any of our  officers.
As previously described herein, pursuant to an unwritten contract
between  FundraisingDirect and Imprints  Plus,  FundraisingDirect
operates  out of Imprints Plus' office space, and has  access  to
all of Imprints Plus' personnel and all other business aspects in
exchange  for  paying  a  percentage of Imprint  Plus'  operating
expenses,  which  is  equal to the ratio  of  FundraisingDirect's
revenue to Imprints Plus' revenue.


                                  19
<PAGE>


     Compensation of Directors

     During  the  period covered by this report,  other  than  as
described  herein, no director received any type of  compensation
from  our  Company for serving as such. Presently, our directors,
including  those  who serve as officers of the Company,  are  not
compensated for serving as such, other than reimbursement for out
of pocket expenses incurred in attending director meetings.

     Employee Stock Option Plan

     We  currently have no stock option, retirement, pension,  or
profit-sharing programs for the benefit of directors, officers or
other employees.

Item 11. Security Ownership Of Certain Beneficial Owners and Management.

         Security Ownership of Certain Beneficial Owners

     The  following table sets forth as of the as of the  end  of
the  fiscal  year  covered by this report the  names,  addresses,
amount  and  nature of beneficial ownership and percent  of  such
ownership  of each person or group known to BF Acquisition  Group
who  are  the beneficial owner of more than five percent (5%)  of
its voting securities:


Name and Address          Amount and Nature           Percent
of Beneficial Owner       of Beneficial Ownership     of Class(2)

Justin P. DiNorscia       3,000,000(1)                43.01%
4 Mill Park Ct.
Newark, Delaware 19713

Diane DiNorscia           3,000,000(1)                43.01%
4 Mill Park Ct.
Newark, Delaware 19713
_____________________________________
  1.   Represents 150,000 shares of Series A Preferred Stock. The
     shares of the BF Acquisition Group series A preferred stock have
     identical voting rights and powers as BF Acquisition Group common
     stock, except that each share of the series A preferred stock is
     entitled to vote two (2) common stock votes per share of series A
     preferred stock on all matters that holders of common stock are
     entitled to vote on, without provision for cumulative voting.
     Each share of the series A preferred stock is entitled to vote
     one  (1)  vote per share on all matters relating to  matters
     concerning the series A preferred stock, without provision for
     cumulative voting.
2.   Based upon 6,975,000 outstanding voting security votes.

                Security Ownership of Management


                                  20
<PAGE>


     The  following table sets forth  as of the end of the fiscal
year  covered  by  this report the names, addresses,  amount  and
nature  of beneficial ownership and percent of such ownership  of
BF  Acquisition Group's voting securities of each of the  persons
who  are  officers and directors, and such officers and directors
as a group:

Name and Address                Amount and Nature           Percent
of Beneficial Owner             of Beneficial Ownership     of Class(3)

Justin P. DiNorscia               3,000,000 (1)             43.01%
4 Mill Park Ct.
Newark, Delaware 19713


Joseph T. Drennan                 -0-                       *
63 W Lancaster Ave, Suite 5
Ardmore, Pennsylvania 19003

William R. Colucci                200,000 (2)               2.86%
2501 Turk Boulevard
San Francisco, California 94118

All Officers and Directors
as a Group (3 persons).           3,200,000(1)(2)           45.87%

____________________________________
  1.   Represents 150,000 shares of Series A Preferred Stock. The
     shares of the BF Acquisition Group series A preferred stock have
     identical voting rights and powers as BF Acquisition Group common
     stock, except that each share of the series A preferred stock is
     entitled to vote two (2) common stock votes per share of series A
     preferred stock on all matters that holders of common stock are
     entitled to vote on, without provision for cumulative voting.
     Each share of the series A preferred stock is entitled to vote
     one  (1)  vote per share on all matters relating to  matters
     concerning the series A preferred stock, without provision for
     cumulative voting.
2.   Represents 200,000 shares of common stock.
3.   Based upon 6,975,000 outstanding voting security votes.

     Our  Company  currently  has  no securities  authorized  for
issuance under any equity compensation plans.

Item 12.   Certain Relationships And Related Transactions.

     Mr.  DiNorscia  is  also  a Director,  President  and  Chief
Executive  officer  of  Imprints  Plus,  Inc.  a  privately  held
"sister" corporation to FundraisingDirect. Mr. and Mrs. DiNorscia
combined own in excess of 50% of Imprints Plus, Inc.  Pursuant to
an  unwritten  contract  between FundraisingDirect  and  Imprints
Plus,  FundraisingDirect operates out of  Imprints  Plus'  office
space, and has access to all of Imprints Plus' personnel and  all
other  business  aspects in exchange for paying a  percentage  of


                                  21
<PAGE>


Imprint Plus' operating expenses, which is equal to the ratio  of
FundraisingDirect's revenue to Imprints Plus' revenue.

     Also,  we  share a lease with Imprints Plus of approximately
16,600  square  feet  of  office  and  warehouse  space  for  our
executive  and  business  office and  warehouse  headquarters  in
Newark Delaware. Our office space is leased at fair market  value
rates  from  a  corporation that Mr. and Mrs. DiNorscia  are  50%
owners.

Item 13.  Exhibits

INDEX TO EXHIBITS.

Exhibit No. Description of Exhibit                     Sequential Page No.

 (31)
     31.1 Certification of the President of BF Acquisition Group III, Inc.
          pursuant  to Section 302 of the Sarbanes-Oxley  Act  of 2002.

     31.2 Certification of the Treasurer of BF Acquisition Group III, Inc.
          pursuant  to Section 302 of the Sarbanes-Oxley  Act  of 2002.
(32)
     32.1 Certification of the President of BF Acquisition Group III, Inc.
          pursuant  to Section 906 of the Sarbanes-Oxley  Act  of  2002.

     32.2 Certification of the Treasurer of BF Acquisition Group III, Inc.
          pursuant  to Section 906 of the Sarbanes-Oxley  Act  of 2002.

Item 14. Principal Accountant Fees And Services

Audit Fees
----------

The  aggregate  fees billed for the fiscal years ended  September
30, 2004 and December 31, 2003 for professional services rendered
by  Cogen  Sklar  LLP,  ("Cogen Sklar")  for  the  audit  of  the
Company's  annual  financial statements and review  of  financial
statements included in the Company's Form 10-QSB or services that
are  normally  provided  by  the accountant  in  connection  with
statutory  and regulatory filings or engagements for  the  fiscal
years ended September 30, 2004 and December 31, 2003 was $10,000.

Audit-Related Fees.
-------------------
No fees were billed the fiscal years ended September 30, 2004 and
December  31,  2003 for assurance and related services  by  Cogen
Sklar that are reasonably related to the performance of the audit
or  review  of  the Company's financial statements  and  are  not
reported under the category Audit Fees described above.

Tax Fees
--------
No fees were billed for the fiscal years ended September 30, 2004
and  December  31, 2003 for tax compliance, tax  advice,  or  tax
planning  services by Cogen Sklar that are reasonably related  to
the performance of the audit or review of the Company's financial


                                  22
<PAGE>


statements  and  are not reported under the category  Audit  Fees
described above.

All Other Fees
--------------
No fees were billed for the fiscal years ended September 30, 2004
and December 31, 2003 for products and services provided by Cogen
Sklar, other than the services reported in the Audit Fees, Audit-
Related Fees, and Tax Fees categories above.

Audit Committee Pre-Approval Policies
-------------------------------------
The  Company's audit committee currently does not have  any  pre-
approval policies or procedures concerning services performed  by
Cogen  Sklar. All the services performed by Cogen Sklar that  are
described   above  were  pre-approved  by  the  Company's   audit
committee. None of the hours expended on Cogen Sklar's engagement
to  audit the Company's financial statements for the fiscal years
ended September 30, 2004 and December 31, 2003 were attributed to
work  performed  by  persons other than Cogen Sklar's  full-time,
permanent employees.

                           Appendix A
                      Financial Statements.

       The following Audited Financial Statements are filed as
part of this Form 10-KSB Report:

CONTENTS

PAGE F-1    INDEPENDENT AUDITORS' REPORT

PAGE F-2    CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2004
            AND DECEMBER 31, 2003

PAGE F-3    CONSOLIDATED STATEMENTS OF OPERATIONS NINE MONTHS
            ENDED SEPTEMBER 30, 2004 AND YEAR ENDED DECEMBER 31, 2003

PAGE F-4    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT FOR
            THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND YEAR
            ENDED DECEMBER 31, 2003

PAGE  F-5   CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED
            SEPTEMBER 30, 2004 AND YEAR ENDED DECEMBER 31, 2003

PAGES F-6 - F-11    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   SIGNATURES

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

By:/s/ Justin P. DiNorscia
   -----------------------------
   Justin P. DiNorscia, President


                                  23
<PAGE>


Dated: January 14, 2005

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

By:/s/ Justin P. DiNorscia
   -------------------------------
   Justin P. DiNorscia, President,
   Treasurer, Secretary, director

Dated: January 14, 2005

By:/s/ William R. Colucci
   ------------------------------
   William R. Colucci, director

Dated: January 14, 2005

By: /s/ Joseph T. Drennan
   --------------------------------
   Joseph T. Drennan, director

Dated: January 14, 2005


                                  24
<PAGE>



              BF ACQUISITION GROUP III, INC. AND SUBSIDIARY

                   CONSOLIDATED FINANCIAL STATEMENTS

                        SEPTEMBER 30, 2004 AND
                          DECEMBER 31, 2003


<PAGE>


            BF ACQUISITION GROUP III, INC. AND SUBSIDIARY









                        C O N T E N T S
                        ---------------





                                                       PAGE
                                                       ----

INDEPENDENT AUDITORS' REPORT                           F-1


CONSOLIDATED BALANCE SHEETS                            F-2


CONSOLIDATED STATEMENTS OF OPERATIONS                  F-3


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT       F-4


CONSOLIDATED STATEMENTS OF CASH FLOWS                  F-5


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          F-6 - F-11


<PAGE>


                    INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders
BF Acquisition Group III, Inc.


We have audited the consolidated balance sheets of BF Acquisition
Group III, Inc. and Subsidiary as of September 30, 2004 and
December 31, 2003, and the related consolidated statements of
operations, stockholders' deficit and cash flows for the nine
months and year then ended. These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of BF Acquisition Group III, Inc. and Subsidiary as of
September 30, 2004 and December 31, 2003, and the results of
their operations and cash flows for the nine months and year then
ended, in conformity with accounting principles generally
accepted in the United States.





                                   __________________________

Bala Cynwyd, Pennsylvania
December 17, 2004


                                  F-1
<PAGE>


          BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                 CONSOLIDATED BALANCE SHEETS
            SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
<TABLE>
<CAPTION>



                                                    2004               2003
                                                 ----------         ----------
<S>                                            <C>                <C>

      ASSETS

CURRENT ASSETS
 Cash                                          $           106    $           576
 Accounts receivable                                         -              7,191
 Due from officer                                        1,288                900
                                               ---------------    ---------------

TOTAL ASSETS                                   $         1,394    $         8,667
                                               ===============    ===============

      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
 Accounts payable                              $         4,331    $         7,135
 Due to affiliates                                      69,574            172,346
                                               ---------------    ---------------
TOTAL CURRENT LIABILITIES                               73,905            179,481
                                               ---------------    ---------------

      STOCKHOLDERS' DEFICIT

 Convertible preferred stock, Series A, $0.50
 par value; 3,000,000 shares authorized, issued
 and outstanding                                     1,500,000          1,500,000

 Discount on convertible preferred stock            (1,500,000)        (1,500,000)

 Common stock, $.001 par value; 20,000,000
  shares authorized; 975,000 and 1,019,000
  shares issued and outstanding in 2004
  and 2003                                                 975              1,019
 Additional paid-in capital                            219,462             29,881
 Accumulated deficit                                  (292,948)          (201,714)
                                               ---------------    ---------------

TOTAL STOCKHOLDERS' DEFICIT                            (72,511)          (170,814)
                                               ---------------    ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $         1,394    $         8,667
                                               ===============    ===============
</TABLE>

     The accompanying notes are an integral part of these consolidated
                      financial statements.


                                  F-2
<PAGE>


         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENTS OF OPERATIONS
          NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
               YEAR ENDED DECEMBER 31, 2003
<TABLE>
<CAPTION>


                                                    2004             2003
                                               -------------    -------------
<S>                                            <C>              <C>

NET SALES                                      $      16,827    $     128,090


COST OF SALES                                         10,742           69,567
                                               -------------    -------------

GROSS PROFIT                                           6,085           58,523


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES          97,319           70,158
                                               -------------    -------------

NET LOSS                                       $     (91,234)   $     (11,635)
                                               =============    =============

BASIC AND DILUTED LOSS PER SHARE               $       (0.09)   $       (0.01)
                                               =============    =============

WEIGHTED AVERAGE NUMBER OF SHARES                    989,000        1,019,000
                                               =============    =============
</TABLE>

    The accompanying notes are an integral part of these consolidated
                        financial statements.


                                  F-3
<PAGE>


          BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
        FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
                YEAR ENDED DECEMBER 31, 2003
<TABLE>
<CAPTION>


                                                         Discount on                  Additional
                                          Preferred       Preferred         Common      Paid-in     Accumulated
                                           Stock            Stock           Stock       Capital       Deficit       Total
                                        ------------     ------------     ---------   ----------    -----------    ----------
<S>                                     <C>              <C>              <C>         <C>           <C>            <C>

BALANCE AT JANUARY 1, 2003              $          -     $          -     $   5,125   $   25,775    $  (190,079)   $ (159,179)

Net loss for the year ended
December 31, 2003                                  -                -             -            -        (11,635)      (11,635)

Retroactive recapitalization upon
reverse acquisition                        1,500,000       (1,500,000)       (4,106)       4,106              -             -
                                        ------------     ------------     ---------   ----------    -----------    ----------

BALANCE AT DECEMBER 31, 2003               1,500,000       (1,500,000)        1,019       29,881       (201,714)     (170,814)

Redemption of common stock                         -                -           (87)          87              -             -

Common stock issued for cash                       -                -            39          349              -           388

Contribution from stockholder                      -                -             -      130,000              -       130,000

Common stock issued for services                   -                -             4       69,426              -        69,430

Reverse acquisition:
 Assumption of accounts payable                    -                -             -       (4,331)             -        (4,331)
 Assumption of due to affiliate                    -                -             -       (5,950)             -        (5,950)

Net loss for the nine months ended
 September 30, 2004                                -                -             -            -        (91,234)      (91,234)
                                        ------------     ------------     ---------   ----------    -----------    ----------

BALANCE AT SEPTEMBER 30, 2004           $  1,500,000     $ (1,500,000)    $     975   $  219,462    $  (292,948)   $  (72,511)
                                        ============     ============     =========   ==========    ===========    ==========
</TABLE>

    The accompanying notes are an integral part of these consolidated
                       financial statements.


                                  F-4
<PAGE>


            BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF CASH FLOWS
             NINE MONTHS ENDED SEPTEMBER 30, 2004 AND
                  YEAR ENDED DECEMBER 31, 2003
<TABLE>
<CAPTION>

                                                         2004            2003
                                                      ----------     -----------
<S>                                                   <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss                                             $  (91,234)    $   (11,635)
 Adjustment to reconcile net income to net cash
  used in operating activities
   Common stock issued for services                       69,430               -
   Decrease in assets
    Accounts  receivable                                   7,191          12,844
   Decrease in liabilities
    Accounts payable and accrued expenses                 (7,135)         (4,863)
                                                      ----------     -----------

 Net cash used in operating activities                   (21,748)         (3,654)
                                                      ----------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Increase in due from officer                               (388)              -
                                                      ----------     -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Net increase (decrease) in amount due to
  affiliate                                             (108,722)          3,769
 Capital contribution                                    130,000               -
 Proceeds from issuance of common stock                      388               -
                                                      ----------     -----------

 Net cash provided by financing activities                21,666           3,769
                                                      ----------     -----------

NET INCREASE (DECREASE) IN CASH                             (470)            115

CASH - BEGINNING OF YEAR                                     576             461
                                                      ----------     -----------

CASH - END OF YEAR                                    $      106     $       576
                                                      ==========     ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH
 INVESTING AND FINANCING ACTIVITIES

  Redemption of common stock
   Common stock                                       $      (87)    $         -
   Additional paid-in capital                                 87               -

  Recapitalization upon reverse acquisition
   Preferred stock                                    $        -     $ 1,500,000
   Discount on preferred stock                                 -      (1,500,000)

  Assumption of liabilities upon reverse
   acquisition
   Accounts payable                                   $    4,331     $         -
   Due to affiliate                                        5,950               -
   Additional paid-in capital                            (10,281)              -
                                                      ----------     -----------

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

      The accompanying notes are an integral part of these consolidated
                         financial statements.


                                  F-5
<PAGE>



          BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Nature of the Business
---------------------------------------
BF Acquisition Group III, Inc., (the "Company"), a development
stage company, was organized in Florida on April 15, 1999 as a
"shell" company which plans to look for suitable business
partners or acquisition candidates to merge with or acquire.
Operations from incorporation until August 31, 2004 have
consisted primarily of obtaining the initial capital contribution
by the founding shareholders and coordination of activities
regarding the SEC registration of the Company.

On August 31, 2004, the Company exchanged 3,000,000 shares of
Series A Preferred Stock for 425,000 common shares of
FundraisingDirect.com, Inc. ("FDR") of a total of 468,030 common
shares.  FDR was incorporated in 1999 under the laws of the State
of Delaware.  FDR is engaged in the sales and distribution of
fundraising products to customers which are principally nonprofit
organizations.

Basis of Presentation
---------------------
Under accounting principles generally accepted in the United
States, the share exchange is considered to be a capital
transaction in substance, rather than a business combination.
That is, the share exchange is equivalent to the issuance of
stock by FDR for the net monetary assets of the Company,
accompanied by a recapitalization, and is accounted for as a
change in capital structure.  Accordingly, the accounting for the
share exchange will be identical to that resulting from a reverse
acquisition, except no goodwill will be recorded.  Under reverse
takeover accounting, the post reverse acquisition comparative
historical financial statements of the legal acquirer, the
Company, are those of the legal acquiree, FDR, which are
considered to be the accounting acquirer.

The Company has elected to change its fiscal year end to
September 30, 2004.

Principle of Consolidation
--------------------------
The accompanying consolidated financial statements include the
accounts of the Company and its 92% owned subsidiary, FDR.  All
intercompany transactions have been eliminated in consolidation.
The Company has recorded the minority interest loss amounting to
$7,664 for the nine months ended September 30, 2004.

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 reported in the financial statements and accompanying
disclosures.  Although these estimates are based on management's
best knowledge of current events and actions the company may
undertake in the future, actual results could differ from the
estimates.

Concentration of Credit Risk
----------------------------
The Companies performs ongoing credit evaluations of its
customers' financial condition and, generally, requires no
collateral from its customers.

Fair Value of Financial Instruments
-----------------------------------
The Company's financial instruments consist of cash, receivables
and payables.  The carrying values of cash, receivables and
payables approximate fair value because of their short
maturities.

Revenue Recognition
-------------------
The Company recognizes net sales and the related cost of sales at
the time the products are shipped to customers.

Certain revenue is recorded on a net basis since the Company
performs as an agent without assuming the risks and rewards of
ownership of the goods and does not take title to the products.


                                  F-6
<APAGE>


         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                NOTES TO FINANCIAL STATEMENTS
         SEPTEMBER 30, 2004 AND DECEMBER 31, 2003




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company's product costs include amounts for shipping and
handling, therefore, it charges its customers shipping and
handling fees at the time the products are shipped or when its
services are performed.  The cost of shipping products to the
customer is included in selling, general and administrative
expenses.  The costs of shipping and handling included in
selling, general and administrative expenses are approximately
$2,241 and $10,500 for the nine months and year ended September
30, 2004 and December 31, 2003, respectively.

Income Taxes
------------
The Company follows SFAS No. 109, "Accounting for Income Taxes"
which requires an asset and liability approach to financial
accounting and reporting for income taxes.  Deferred income tax
assets and liabilities are computed annually for temporary
differences between the financial statement and tax bases of
assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected
to affect taxable income.  Valuation allowances are established
when necessary to reduce deferred tax assets to the amount
expected to be realized.  Income tax expense is the tax payable
or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

Comprehensive Income
--------------------
The Company follows SFAS No. 130, "Reporting Comprehensive
Income."  Comprehensive income is a more inclusive financial
reporting methodology that includes disclosure of certain
financial information that historically has not been recognized
in the calculation of net income.  Since the Company has no items
of other comprehensive income, comprehensive income (loss) is
equal to net income (loss).

Advertising Costs
-----------------
The Company reports the costs of advertising as an expense when
costs are incurred.

Loss Per Share
--------------
The Company follows SFAS No. 128, "Earnings Per Share" resulting
in the presentation of basic and diluted earnings per share.
Because the Company reported a net loss for the nine months ended
September 30, 2004 and year ended December 31, 2003, common stock
equivalents consisting of Convertible Preferred Stock were anti-
dilutive; therefore, the amounts reported for basic and dilutive
loss per share were the same.

Recently Issued Accounting Pronouncements
-----------------------------------------
On April 22, 2003, the FASB announced its decision to require all
companies to expense the fair value of employee stock options.
Companies will be required to measure the cost according to the
fair value of the options.  Although the new guidelines have not
yet been released, it is expected that they will be finalized
soon.  When final rules are announced, the Company will assess
the impact to its financial statements.

The following recently issued accounting pronouncements are
currently not applicable to the Company.

In December 2002, the FASB issued Statement of Financial
Accounting Standard No. 148 ("SFAS 148"), Accounting for Stock-
Based Compensation - Transition and Disclosure.  SFAS 148
provides alternative methods of transition for voluntary change
to the fair value based method of accounting for stock-based
employee compensation.  SFAS 148 also requires prominent
disclosure in the "Summary of Significant Accounting Policies" of
both annual and interim financial statements about the method
used on reported results.


                                  F-7
<PAGE>


           BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                 NOTES TO FINANCIAL STATEMENTS
             SEPTEMBER 30, 2004 AND DECEMBER 31, 2003


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In January 2003, subsequently revised December 2003, the FASB
issued FASB Interpretation No. 46R ("FIN 46R"), Consolidation of
Variable Interest Entities - An Interpretation of AARB N. 51.
FIN 46R requires that if any entity has a controlling financial
interest in a variable interest entity, the assets, liabilities
and results of activities of the variable interest entity should
be included in the consolidated financial statements of the
entity. FIN 46R provisions are effective for all arrangements
entered into after January 31, 2003.  FIN 46R provisions are
required to be adopted for the first period ending after December
15, 2004 for a small business issuer.

In April 2003, FASB issued Statement of financial Accounting
Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities ("SFAS No. 149").  SFAS No.
149 amends and clarifies accounting for derivative instruments,
including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133.  SFAS
No. 149 is effective for contracts and hedging relationships
entered into or modified after June 30, 2003.

In May 2003, FASB issued Statement of Financial Accounting
Standards No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity ("SFAS No.
150").  SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both debt and equity and requires an issuer to
classify the following instruments as liabilities in its balance
sheet:

1.   a financial instrument issued in the form of shares that is
     mandatorily redeemable and embodies an unconditional obligation
     that requires the issuer to redeem it by transferring its assets
     at a specified or determinable date or upon an event that is
     certain to occur;
2.   a financial instrument, other than an outstanding share,
     that embodies an obligation to repurchase the issuer's equity
     shares, or is indexed to such an obligation, and requires the
     issuer to settle the obligation by transferring assets; and
3.   a financial instrument that embodies and unconditional
     obligation that the issuer must settle by issuing a variable
     number of its equity shares if the monetary value of the
     obligation is based solely or predominantly on (1) a fixed
     monetary amount, (2) variations in something other than the fair
     value of the issuer's equity shares, or (3) variations inversely
     related to changes in the fair value of the issuer's equity
     shares.

In November 2003, FASB issued FASB Staff Position No. 150-3 ("FAS
150-3") which deferred the effective dates for applying certain
provisions of SFAS No. 150 related to mandatorily redeemable
financial instruments of certain non-public entities and certain
mandatorily redeemable non-controlling interests for public and
non-public companies.  For public entities SFAS No. 150 is
effective for mandatorily redeemable financial instruments
entered into or modified after May 31, 2003 and is effective for
all other financial instruments as of the first interim period
beginning after June 15, 2003.  For mandatorily redeemable non-
controlling interest that would not have to be classified as
liabilities by a subsidiary under the exception in paragraph 9 of
SFAS No. 150, but would be classified as liabilities by the
parent, the classification and measurement provisions of SFAS No.
150 are deferred indefinitely.  The measurement provisions of
SFAS No. 150 are also deferred indefinitely for other mandatorily
redeemable non-controlling interests that were issued before
November 4, 2003.  For those instruments, the measurement
guidance for redeemable shares and non-controlling interests in
other literature shall apply during the deferral period.

On December 17, 2003, the Staff of the SEC issued Staff
Accounting bulletin No. 104 (SAB No. 104), Revenue Recognition,
which supersedes SAB No. 101, "Revenue Recognition in Financial
Statements."  SAB No. 104's primary purpose is to rescind
accounting guidance contained in SAB No. 101 related to multiple
element revenue arrangements, superseded as a result of the
issuance of EITF 00-21, "Accounting for Revenue Arrangements with
Multiple Deliverables."  Additionally, SAB No. 104 rescinds the
SEC's Revenue Recognition in Financial Statements Frequently
Asked Questions and Answers (the FAQ) issued with SAB No. 101
that had been codified in SEC Top 13, Revenue Recognition.
Selected portions of the FAQ have been incorporated into SAB No.
104.  While the wording of SAB No. 104 has changed to reflect the
issuance of EITF 00-21, the revenue recognition principles of SAB
No. 101 remain largely unchanged by the issuance of SAB No. 104.


                                  F-8
<PAGE>


           BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                  NOTES TO FINANCIAL STATEMENTS
            SEPTEMBER 30, 2004 AND DECEMBER 31, 2003




NOTE 2 - CAPITAL STOCK

Preferred Stock
---------------
The Board of Directors of the Company is authorized to provide
for the issuance of 5,000,000 shares of Preferred Stock in
classes or series and, by filing the appropriate articles of
amendment with the Secretary of State of Florida, is authorized
to establish the number of shares to be included in each class or
series and the preferences, limitations and relative rights of
each class or series, which may include a conversion feature into
common stock.  This type of Preferred Stock is commonly referred
to as "blank check preferred stock."  As part of the reverse
acquisition on August 31, 2004 (Note 1), the Board authorized the
issuance of 3,000,000 shares of Series A Convertible Preferred
Stock at $0.50 par value.

Each share of Series A Convertible Preferred Stock ("Preferred
Stock") is convertible into one share of the Company's common
stock.  The shares of Preferred Stock have identical voting
rights and powers as the Company's common stock, except that each
share of Preferred Stock is entitled to two common stock votes
per share of Preferred Stock on all matters that the holders of
common stock are entitled to vote on, without provision for
cumulative voting.

In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, the holders of shares
of Preferred Stock are entitled to be paid in full, the par value
of their shares before any amount is paid to the holders of
shares of the Company's common stock.

Common Stock
------------
The holders of the common stock are entitled to one vote per
share and have non-cumulative voting rights.  The holders are
also entitled to receive dividends when, as, and if declared by
the Board of Directors.  Additionally, the holders of the common
stock do not have any preemptive right to subscribe for, or
purchase, any shares of any class of stock.  There were no
dividends declared for the nine months ended September 30, 2004
and year ended December 31, 2003.


NOTE 3 - RELATED PARTY TRANSACTIONS

The Company purchases products from a company related by common
ownership.  During the nine months and year ended September 30,
2004 and December 31, 2003, total purchases from related entity
were $10,890 and $61,711.

The Company shares certain operating expenses with this related
entity.  The related entity pays these expenses and allocates to
the Company its proportionate share of the expenses.  During the
nine months and year ended September 30, 2004 and December 31,
2003, these expenses amounted to $20,043 and $55,490.

As of September 30, 2004 and December 31, 2003, the payable to
this entity amounted to $63,624 and $172,346.  The payable is non-
interest bearing with no specified repayment terms.


                                  F-9
<PAGE>


         BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
               NOTES TO FINANCIAL STATEMENTS
           SEPTEMBER 30, 2004 AND DECEMBER 31, 2003



NOTE 4 - INCOME TAXES

As discussed in Note 1, the Company utilizes the asset and
liability method of accounting for income taxes in accordance
with SFAS 109.  The effective tax rates differ from the statutory
rate primarily due to the Company's historical corporate
structure.  The reconciliation of the statutory federal rate to
the Company's historical income tax expense (benefit) is as
follows:

<TABLE>
<CAPTION>

                                                Nine Months
                                                  Ended               Year Ended
                                             September 30, 2004   December 31, 2003
                                             ------------------   -----------------
      <S>                                     <C>                  <C>

      Income tax benefit at
       U.S.  federal income tax rate          $     (27,000)       $     (3,000)
        Net  operating  loss  carryforward          (60,000)            (57,000)
         Valuation   allowance                       87,000              60,000
                                              -------------        ------------

       Income  tax  benefit                   $           -        $          -
                                              =============        ============
      Income tax benefit consists
      of the following:
      Current tax benefit
        Federal                               $           -        $          -
        State                                             -                   -
                                              -------------        ------------

                                              $           -        $          -

      Deferred tax benefit                    =============        ============

         Federal                              $      87,000        $     60,000
        State                                             -                   -
         Valuation   allowance                      (87,000)            (60,000)
                                              -------------        ------------
                                                          -                   -
                                              -------------        ------------

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




As of September 30, 2004 and December 31, 2003, the Company has
net operating loss carryforwards of approximately $291,000 and
$200,000, expiring through the year ending September 30, 2024.
This amount can be used to offset future taxable income of the
Company.

The components of deferred tax assets as of September 30, 2004
and December 31, 2003 are as follows:

<TABLE>
<CAPTION>

                                              2004           2003
                                          -------------   -----------
     <S>                                 <C>              <C>

     Net operating loss carryforward     $     87,000     $   60,000
     Valuation allowance                      (87,000)       (60,000)
                                         ------------     ----------

          Total                          $          -     $        -
                                         ============     ==========
</TABLE>


                                  F-10
<PAGE>


           BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                  NOTES TO FINANCIAL STATEMENTS
            SEPTEMBER 30, 2004 AND DECEMBER 31, 2003





NOTE 4 - INCOME TAXES (Continued)

The valuation allowance for deferred tax assets as of September
30, 2004 and December 31, 2003 was $87,000 and $60,000.  The
change in the total valuation for the nine months ended September
30, 2004 and year ended December 31, 2003 was an increase of
$27,000 and $3,000.  In assessing the realization of deferred tax
assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is
dependant upon the generation of future taxable income during the
periods in which the net operating losses and temporary
differences become deductible.  Management considered projected
future taxable income and tax planning strategies in making this
assessment.  The value of the deferred tax assets was offset by a
valuation allowance, due to the current uncertainty of the future
realization of the deferred tax assets.

The timing and manner in which the Company can utilize operating
loss carryforwards in any year may be limited by provisions of
the Internal Revenue Code regarding changes in ownership of
corporations.  Such limitation may have an impact on the ultimate
realization of its carryforwards and future tax deductions.


NOTE 5 - RETROACTIVE RESTATEMENT FOR RECAPITALIZATION UPON
REVERSE ACQUISITION

The stockholders' equity at December 31, 2003 has been
retroactively restated for the equivalent number of shares
received in the reverse acquisition at August 31, 2004 (Note 1)
after giving effect to the difference in par value with the
offset to additional paid-in-capital.


NOTE 6 - COMPARABLE CONDENSED STATEMENT OF OPERATIONS

The comparable unaudited results of operations for the nine
months ended September 30, 2003 are as
follows:

<TABLE>
<CAPTION>
                                                2004          2003
                                             ----------   -----------
                                                          (Unaudited)
           <S>                               <C>           <C>

           Net sales                         $  16,827     $  41,188
           Gross profit                          6,085        20,814
           Loss from operations                 91,234            30
           Income taxes                              -             -
           Net loss                             91,234            30
           Basic and diluted loss per share  $   (0.09)    $       -

</TABLE>


                                  F-11
<PAGE>