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

                           FORM 10-KSB

(Mark One)

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

            For the fiscal year ended April 30, 2002
                                      --------------

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

For the transition period from ______________ to _______________

Commission file Number: 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.)

2501 Turk Boulevard, San Francisco, California         94118
---------------------------------------------- -------------------
   (Address of principal executive offices)          (Zip Code)

(Issuer's telephone number)  415-831-1974
                           -----------------

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 [ ] No [X]


<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.....$0.00

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 $6,250  (125,000 shares at $0.05, 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 June 15, 2004, there were approximately 825,000 shares
  of common stock, $0.001 par value, issued and outstanding.


Transitional Small Business Disclosure Format (check one)

Yes [ ]      No [X]

                        TABLE OF CONTENTS

PART I

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

PART II

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

PART III

Item  9.  Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange
          Act
Item 10.  Executive Compensation
Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters
Item 12.  Certain Relationships and Related Transactions
Item 13.  Exhibits and Reports on Form 8-K
Item 14.  Principal Accounting Fees And Services


<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

      During  the  period covered by this report, BF  Acquisition
Group III, Inc. (the "Company") conducted no business operations
and generated no revenue.

     We  were  organized as BF Acquisition Group III, Inc.  under
the  laws of the State of Florida on April 15, 1999, as a "shell"
company  with  plans  to  seek business partners  or  acquisition
candidates. We registered our Company's common stock,  par  value
$0.001  (the "Common Stock") pursuant to Securities and  Exchange
Commission  ("SEC")  registration  statement  Form  10-SB  on   a
voluntary  basis in order to become a reporting "shell"  company,
and   on  March  24,  2000  the  SEC  approved  our  Form   10-SB
registration statement. Due to capital constraints,  however,  we
were unable to continue with our business plan. In March 2001, we
ultimately  ceased  our business activities and  became  dormant,
whereby we incurred only minimal administrative expenses.  Unless
the  context otherwise requires, all references to the  "Company"
"we"  "our"  and  other similar terms means BF Acquisition  Group
III, Inc., a Florida corporation.

                          Our Business

     During  the  period covered by this report, we were  dormant
due  to  the lack of capital. We incurred a loss from operations,
and  presently  do  not have any revenues to cover  our  incurred
expenses.  Our  management  recognizes  that  we  must   generate
additional resources to enable us to pay our obligations as  they
come  due, and that we must ultimately re-implement our  business
plan  and  achieve profitable operations.  We cannot  assure  you
that  we  will be successful in any of these activities.   Should


<PAGE>


any  of  these events not occur, our financial condition will  be
materially adversely affected. If our Company remains dormant, we
do  not  expect to meet our current capital requirements for  the
next twelve months.

Our Facilities

     Our  executive and business offices are located at 2501 Turk
Boulevard,  San  Francisco, California  94118.  We  believe  this
office space is adequate to serve our present needs.

                          Our Employees

     During the period covered by this report, we had no
employees.

         Government Regulations That Affect Our Business

     During  the period covered by this report, our business  was
not  subject  to  direct regulation by any  domestic  or  foreign
governmental agency, other than regulations generally  applicable
to  businesses, and we believe that we have complied  with  these
laws and regulations in all material respects.

Item 2.   Properties.

     Our  executive and business offices are located at 2501 Turk
Boulevard,  San  Francisco, California  94118.  We  believe  this
office space is adequate to serve our present needs.

Item 3.   Legal Proceedings.

     During  the  period covered by this report, we  were  not  a
party to any material legal proceedings, nor were we aware of any
threatened  litigation  of a material  nature.  As  of  the  date
hereof, we are not a party to any material legal proceedings, nor
are we aware of any threatened litigation of a material nature.

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  Stockholder
          Matters  and Small Business Issuer Purchases of  Equity
          Securities.

     (a)  Market Information

     No  public trading market presently exists for the Company's
Common  Stock  and the Company cannot assure you that  a  trading
market for the Company's Common Stock will ever develop.


<PAGE>

     (b)  Holders

     During  the  period  covered by this  report,  approximately
12 holders of record held our Common Stock.

     (c)  Dividends

     No  cash dividends were declared or paid on our 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.

     (d)  Securities   Authorized  For  Issuance   Under   Equity
          Compensation Plans.

     Not applicable.

Recent Sales of Unregistered Securities

     During the period covered by this report, the Company made
no sales of unregistered securities.

Item 6.   Management's 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.

     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".

                        Plan Of Operation

      During  the  period covered by this report, BF  Acquisition
Group III,  Inc. (the "Company") conducted no business operations
and generated no revenue.

     Our  Company  was initially organized as a "shell"  company,
with  plans  to seek business partners or acquisition candidates;
however,  due to capital constraints, we were unable to  continue


<PAGE>


with  our business plan. In March 2001, we ultimately ceased  our
business activities and became dormant, whereby we incurred  only
minimal  administrative  expenses.  We are  currently  initiating
activities  to  re-establish our business plan and  re-enter  the
development  stage.  This  has not  yet  occurred  to  date,  and
management  is  devoting most of its efforts to general  business
planning, raising capital, and developing business opportunities.

     As  described above, we became dormant for a period of  time
due  to  the lack of capital. We incurred a loss from operations,
and  presently  do  not have any revenues to cover  our  incurred
expenses.  Our  management  recognizes  that  we  must   generate
additional resources to enable us to pay our obligations as  they
come due, and that we must ultimately implement our business plan
and achieve profitable operations.  We cannot assure you that  we
will  be  successful in any of these activities.  Should  any  of
these   events  not  occur,  our  financial  condition  will   be
materially adversely affected.

     Until we obtain business partners or acquisition candidates,
our   Company  does  not  expect  to  meet  its  current  capital
requirements for the next twelve months. Additionally, we  cannot
assure  you  that if we obtain business partners  or  acquisition
candidates that we will meet our current capital requirements for
the  next twelve months. Our auditors have included going concern
considerations in the Notes to our Financial Statements.

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

Item 8A. Controls And Procedures.

      As  of  the  date this report is filed, an  evaluation  was
performed under the supervision and with the participation of the
Company's  principal executive officer and financial  officer  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. During that period, our
Company  experienced  significant  capital  constraints,  and  we
ultimately  ceased  our business activities and  became  dormant.
During  the period covered by this report, our Company was unable
to comply with its Exchange Act reporting requirements because no
accounting  work  was  completed, no  financial  statements  were
prepared, and no audits were obtained. The evaluation revealed to
the  Company's principal executive officer and financial  officer
that,  as  a  result  of  those  circumstances,  the  design  and
operation  of  the Company's disclosure controls  and  procedures
were  not effective as of the end of the period covered  by  this
report,  and  that  the  design and operation  of  the  Company's
disclosure controls and procedures remain ineffective as  of  the
date of this report.


<PAGE>


     Until we obtain business partners or acquisition candidates,
our  Company  does  not  expect to be able  to  make  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. However, once
we  obtain  business  partners  or  acquisition  candidates,  our
Company  expects to adopt an independent audit committee,  commit
funds  for  legal  and  accounting work and  the  preparation  of
financial statements and audits, and bring the Company out of its
dormant   period,  all  of  which  should  enable  our  Company's
principal  executive officers and financial officers to  maintain
our  Company  as current pursuant to its Exchange  Act  reporting
obligations and provide our Company with an effective design  and
operation of disclosure controls and procedures. We cannot assure
you, however, that our obtaining business partners or acquisition
candidates  will guarantee that we will be able to  maintain  our
Company  as  current  pursuant  to  its  Exchange  Act  reporting
obligations and provide our Company with an effective design  and
operation of disclosure controls and procedures.


                            PART III

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

     (a)  Identity of directors and executive officers during the
period covered by this report.

<TABLE>
<CAPTION>
Name                    Age     Position               Term/Period Served
----                    ---     --------               ------------------
<S>                     <C>     <C>                    <C>
William R. Colucci       65     Director, President,   1yr./since inception
                                Treasurer, Secretary
</TABLE>


     (b)  Business experience of directors and executive officers
during the period covered by this report.

     Mr.  Colucci has served as a director, president,  secretary
and  treasurer of the Company since its inception in April  1999.
Mr.  Colucci is also presently a private business consultant  who
provides  investment  banking and business  consulting  services.
Additionally,  Mr. Colucci is an officer and director  of  Harbor
Town  Holding  Group, Inc., BF Acquisition  Group  II,  Inc.,  BF
Acquisition Group III, Inc.,  BF Acquisition Group IV,  Inc.,  BF
Acquisition  Group V, Inc. From September 1997 to December  1999,
Mr.  Colucci served as a director of Net Lnnx, Inc.,  a  publicly
traded  corporation,  which,  in  March  1999,  reorganized  with
PrintOnTheNet.Com, Inc. a company that provided printing services
on  the  Internet  via e-commerce.  Prior to this reorganization,
Net Lnnx, Inc. served as a "shell" corporation. From June 1996 to
May  1997, Mr. Colucci served as Chief Operating Officer and  SEC
Compliance  officer  for  Physicians  Laser  Services,  Inc.,   a
publicly   traded  corporation  traded  in  the  over-the-counter
trading market.  From April 1991 to May 1996, Mr. Colucci  served
as  a  senior  partner  of  Decision Dynamics,  Inc.,  a  private
business  and  real estate consulting firm.  Prior to  this,  Mr.
Colucci  has  served  in senior management  positions,  including
president and CEO of various companies. These companies  included
Bandak  Corporation, a privately held jewelry  and  manufacturing


<PAGE>


company, Inmont Corporation, a publicly traded, billion dollar  a
year,   chemical  and  paint  manufacturing  division  of  United
Technologies,  Inc.,  which  is traded  on  the  New  York  Stock
Exchange,  and  Butcher & Sherrerd, a privately  held  securities
brokerage  firm based in Philadelphia, Pennsylvania.  Mr  Colucci
received  his  Bachelor of Science Degree in Economics  from  St.
Joseph's  University in Philadelphia in 1964 and has successfully
completed  advanced  courses of study  at  Stanford  University's
Graduate  School  of Business for executives of  emerging  growth
companies.

     Each  Director of the Company holds such position until  the
next  annual  meeting of shareholders and until his successor  is
duly  elected and qualified.  The officers hold office until  the
first  meeting  of  the board of directors following  the  annual
meeting of shareholders and until their successors are chosen and
qualified, subject to early removal by the board of directors.

     Audit Committee

     During  the  period covered by this report, the Company  did
not  have  a  separately designated standing audit  committee  in
place;  the  Company's  entire board  of  directors  served,  and
currently  serves, in that capacity. This is due to the Company's
development  stage,  the  small  number  of  executive   officers
involved with the Company, and the fact that the Company  expects
to   operate  through  strategic  consultants  with  few  or   no
employees. Our board of directors will continue to evaluate, from
time  to  time,  whether a separately designated  standing  audit
committee should be put in place.

     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 its development stage, the small number  of
executive  officers involved with the Company, and the fact  that
the Company expects to operate through strategic consultants with
few  or  no  employees. Our board of directors will  continue  to
evaluate,  from time to time, whether a code of ethics should  be
developed and adopted.

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.



<PAGE>


     Compensation of Directors

     During  the  fiscal year ending April 30, 2002, no  director
received any type of compensation from our Company for serving as
such.

     Employee Stock Option Plan

     During  the period covered by this report, we had  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 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 the Company to be the  beneficial
owner  of  more  than five percent (5%) of the  Company's  Common
Stock:

<TABLE>
<CAPTION>
  Name and Address               Amount and Nature             Percent
of Beneficial Owner            of Beneficial Ownership       of Class(1)
-------------------            -----------------------       -----------
<S>                            <C>                           <C>
David M. Bovi                          400,000                   49%
319 Clematis Street, Suite 700
West Palm Beach, Fl 33401

William R. Colucci                     300,000                   37%
2501 Turk Boulevard
San Francisco, California 94118
------------------------------------------------------------------------
</TABLE>

1.   Based  upon 825,000  shares  of the  Company's Common  Stock
     outstanding as of April 30, 2002, the end of the fiscal year
     covered by this report.


     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
the  Company's Common Stock of each of the officers and directors
of  the Company, and the officers and directors of the Company as
a group:

<TABLE>
<CAPTION>
  Name and Address                Amount and Nature            Percent
of Beneficial Owner            of Beneficial Ownership       of Class(1)
-------------------            -----------------------       -----------
<S>                            <C>                           <C>
William R. Colucci                     300,000                   37%
2501 Turk Boulevard
San Francisco, California 94118

All Officers and Directors
as a Group (1 person).                 300,000                   37%
------------------------------------------------------------------------
</TABLE>


<PAGE>


1.   Based  upon  825,000 shares  of the  Company's  Common Stock
     outstanding as of April 30, 2002, the end of the fiscal year
     covered by this report.

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

Item 12.   Certain Relationships And Related Transactions.

     Not applicable.

Item 13.  Exhibits and Reports on Form 8-K.

INDEX TO EXHIBITS.

Exhibit No.           Description of Exhibit
-----------           ----------------------

(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.

     (b)  Reports on Form 8-K.

       We filed no reports on Form 8-K during the last quarter of
the year ended April 30, 2002.

Item 14.  Principal Accountant Fees And Services

     Audit Fees. The  aggregate fees billed for the fiscal  years
     ----------
ended April 30, 2002 and April 30, 2001 for professional services
rendered  by  De  Leon & Company for the audit of  the  Company's
annual  financial  statements and review of financial  statements
included  in  the  Company's Form 10-KSB  or  services  that  are
normally  provided by the accountant in connection with statutory
and regulatory filings or engagements for those fiscal years were
$1,000, and $1,000, respectively.

     Audit-Related Fees. There were no fees billed for the fiscal
     ------------------
years  ended April 30, 2002 and April 30, 2001 for assurance  and
related  services by De Leon 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.


<PAGE>


     Tax Fees.  There  were no fees billed for the  fiscal  years
     --------
ended  April 30, 2002 and April 30, 2001 for tax compliance,  tax
advice, or tax planning.

     All Other Fees.  No fees were  billed for the  fiscal  years
     --------------
ended April 30, 2002 and April 30, 2001 for products and services
provided by De Leon 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
standing audit committee currently does not have any pre-approval
policies or procedures concerning services performed by De  Leon.
However,  the services performed by De Leon for our fiscal  years
ended April 30, 2002 and April 30, 2001 audit and thereafter that
are  described above were pre-approved by the Company's  standing
audit  committee.  None  of  the  hours  expended  on  De  Leon's
engagement  to audit the Company's financial statements  for  the
fiscal  years  ended  April 30, 2002  and  April  30,  2001  were
attributed to work performed by persons other than De Leon'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      BALANCE SHEETS AS OF APRIL 30, 2002 AND 2001

PAGE F-3      STATEMENTS OF OPERATIONS FOR THE YEARS ENDED APRIL
              30, 2002 AND 2001

PAGE F-4      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
              FOR THE YEARS ENDED APRIL 30, 2002 AND 2001

PAGE  F-5     STATEMENTS OF CASH FLOWS FOR THE YEARS APRIL 30,
              2002 AND 2001

PAGES F-6
  - F-8       NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED
              APRIL 30, 2002 AND 2001


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/ William Colucci
   --------------------------------
   William Colucci, President

Dated: June 14, 2004


     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/ William Colucci
   --------------------------------
   William Colucci, President,
   Treasurer, director

Dated: June 16, 2004


<PAGE>












                  BF ACQUISITION GROUP III, INC.
                  (A DEVELOPMENT STAGE COMPANY)
                      FINANCIAL STATEMENTS
                         APRIL 30, 2002
                  BF ACQUISITION GROUP III, INC.

















<PAGE>

                            CONTENTS


PAGE F-1     INDEPENDENT AUDITORS' REPORT

PAGE F-2     BALANCE SHEET AS OF APRIL 30, 2002

PAGE F-3     STATEMENTS OF OPERATIONS FOR THE TWO YEARS ENDED
             APRIL 30, 2002 AND 2001 AND FOR THE PERIOD FROM
             APRIL 15, 1999 (INCEPTION) THROUGH APRIL 30, 2002

PAGE F-4     STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
             FOR THE PERIOD FROM APRIL 15, 1999 (INCEPTION)
             THROUGH APRIL 30, 2002

PAGE F-5     STATEMENTS OF CASH FLOWS FOR THE TWO YEARS ENDED
             APRIL 30, 2002 AND 2001 AND FOR THE PERIOD FROM
             APRIL 15, 1999 (INCEPTION) THROUGH APRIL 30, 2002

PAGES F-6-8  NOTES TO FINANCIAL STATEMENTS



<PAGE>


                     DE LEON & COMPANY, P.A.


                  Independent Auditor's Report

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

We  have audited the accompanying balance sheet of BF Acquisition
Group III,  Inc. as of April 30, 2002, and the related statements
of  income, retained earnings, and cash flows for the years ended
April  30, 2002 and 2001 and for the period from April  15,  1999
(inception) to April 30, 2002. 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
audit.

We  conducted  our  audits in accordance with auditing  standards
generally  accepted  in  the  United  States  of  America.  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  financial statements  referred  to  above
present  fairly, in all material respects, the financial position
of BF Acquisition Group III, Inc. (a development stage company) as
of April 30, 2002, and the results of its operations and its cash
flows  for  the years ended April 30, 2002 and 2001 and  for  the
period  from  April  15, 1999 (inception) to April  30,  2002  in
conformity with accounting principles generally accepted  in  the
United States of America.

The accompanying financial statements have been prepared assuming
that  the  Company will continue as a going concern. As discussed
in  Note  5 to the financial statements, the Company has suffered
recurring  losses  from operations and a net  capital  deficiency
that  raise substantial doubt about its ability to continue as  a
going concern. Management's plans in regard to these matters  are
also described in Note 5. The financial statements do not include
any  adjustments  that  might result from  the  outcome  of  this
uncertainty.


De Leon & Company, P.A.

Pembroke Pines, Florida
April 30, 2004



                               F-1

<PAGE>


BF ACQUISITION GROUP III, INC.
A Development Stage Company
BALANCE SHEET


                                                            April 30,
                                                               2002
                                                           -----------
                    ASSETS

Current assets:
  Cash                                                     $         -
                                                           -----------
    Total current assets                                             -
                                                           -----------

    Total assets                                           $         -
                                                           ===========


     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Accrued Expenses                                         $     4,435
  Loans from shareholders                                          150
                                                           -----------
    Total current liabilities                                    4,585
                                                           -----------


Stockholders' deficit:
  Preferred stock, no par value; 5,000,000 shares
    authorized; none issued or outstanding                           -
  Common stock $0.001 par value; 50,000,000 shares
    authorized, 825,000 shares issued and outstanding              825
  Additional paid-in capital                                     5,116
  Deficit accumulated during the development stage             (10,526)
                                                           -----------
    Total stockholders' deficit                                 (4,585)
                                                           -----------

    Total liabilities and stockholders' deficit            $         -
                                                           ===========


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



                               F-2

<PAGE>

BF ACQUISITION GROUP III, INC.
A Development Stage Company
STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                             Period from
                                                                             April 15, 1999
                                               For the         For the        (inception)
                                              year ended      year ended        through
                                               April 30,        April 30,      April 30,
                                                 2002             2001            2002
                                             ------------    -------------   --------------
<S>                                          <C>             <C>             <C>
Revenues                                     $          -    $           -   $            -


General and administrative expenses                 2,970            3,547           10,526
                                             ------------    -------------   --------------
  Loss before income tax provision                 (2,970)          (3,547)         (10,526)

Provision for income taxes                              -                -                -
                                             ------------    -------------   --------------
  Net loss                                   $     (2,970)   $      (3,547)  $      (10,526)
                                             ============    =============   ==============

Basic and diluted loss per common share      $    (0.0036)   $     (0.0044)
                                             ============    =============

Weighted average number of common
  shares outstanding                              825,000          808,260
                                             ============    =============

</TABLE>








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
















                               F-3

<PAGE>


BF ACQUISITION GROUP III, INC.
A Development Stage Company
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 15, 1999 (INCEPTION) TO APRIL 30, 2002

<TABLE>
<CAPTION>
                                                                                  Deficit
                                                                                 Accumulated
                                                                    Additional   during the       Total
                                               Common Stock           Paid-in    Development   Stockholders'
                                            Shares       Amount       Capital       Stage        Deficit
                                          ----------   ----------   -----------  -----------   -------------
<S>                                       <C>          <C>          <C>          <C>           <C>

Balance, April 15, 1999                            -   $        -   $         -  $         -               -

Sale of 510,000 shares of common stock       510,000          510           490            -           1,000

Common stock issued for services             190,000          190           182                          372

Net loss                                           -            -             -         (372)           (372)
                                          ----------   ----------   -----------  -----------   -------------
Balance, April 30, 1999                      700,000   $      700   $       672  $      (372)  $       1,000
                                          ==========   ==========   ===========  ===========   =============


Sale of 60,000 shares of common stock         60,000           60         2,940            -           3,000

Common stock issued for services              35,000           35            34                           69

Net loss                                           -            -             -       (3,637)         (3,637)
                                          ----------   ----------   -----------  -----------   -------------
Balance, April 30, 2000                      795,000   $      795   $     3,646  $    (4,009)  $         432
                                          ==========   ==========   ===========  ===========   =============


Sale of 30,000 shares of common stock         30,000           30         1,470            -           1,500

Net loss                                                                              (3,547)         (3,547)
                                          ----------   ----------   -----------  -----------   -------------
Balance, April 30, 2001                      825,000   $      825   $     5,116  $    (7,556)  $      (1,615)
                                          ==========   ==========   ===========  ===========   =============

Net loss                                                                              (2,970)         (2,970)
                                          ----------   ----------   -----------  -----------   -------------
Balance, April 30, 2002                      825,000   $      825   $     5,116  $   (10,526)  $      (4,585)
                                          ==========   ==========   ===========  ===========   =============
</TABLE>


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



                               F-4

<PAGE>


BF ACQUISITION GROUP III, INC.
A Development Stage Company
STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>

                                                                                        Period from
                                                                                       April 15, 1999
                                                         For the         For the        (inception)
                                                        year ended      year ended        through
                                                         April 30,       April 30,        April 30,
                                                           2002            2001              2002
                                                       ------------    -------------   --------------
<S>                                                    <C>             <C>             <C>

Cash flows from operating activities:
  Net loss                                             $     (2,970)   $      (3,547)  $      (10,526)
  Common stock issued for services                                -                -              441
  Changes in liabilities:
    Increase in accrued expenses                              2,775            1,010            4,435
                                                       ------------    -------------   --------------

      Net cash used in operating activities                    (195)          (2,537)          (5,650)
                                                       ------------    -------------   --------------

Cash flows from financing activities:
  Loan received from related party                              150                -              150
  Sale of common stock                                            -            1,500            5,500
                                                       ------------    -------------   --------------
      Net cash provided by financing activities                 150            1,500            5,650
                                                       ------------    -------------   --------------

Net decrease in cash                                            (45)          (1,037)               -

Cash at beginning of period                                      45            1,082                -
                                                       ------------    -------------   --------------
Cash at end of period                                  $          -    $          45   $            -
                                                       ============    =============   ==============

  Supplemental disclosures of cash flow information:

    Cash paid during the year for:
      Interest                                         $          -    $           -
                                                       ------------    -------------

      Income taxes                                     $          -    $           -
                                                       ------------    -------------

</TABLE>


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



                               F-5

<PAGE>

                     BF ACQUISITION GROUP III, INC.
                     (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION AND BASIS OF PRESENTATION:

   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  since  incorporation have consisted  primarily  of
   obtaining  the  initial capital contribution by  the  founding
   shareholders and coordination of activities regarding the  SEC
   registration of the Company.

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



2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

   Income Taxes
   ------------

   The  Company accounts for income taxes in accordance with  the
   Statement   of   Financial  Accounting  Standards   No.   109,
   "Accounting  for Income Taxes", which requires the recognition
   of  deferred  tax liabilities and assets at currently  enacted
   tax  rates for the expected future tax consequences of  events
   that  have  been included in the financial statements  or  tax
   returns.   A  valuation allowance is recognized to reduce  the
   net  deferred tax asset to an amount that is more likely  than
   not   to  be  realized.   The  tax  provision  shown  on   the
   accompanying  statement  of  operations  is  zero  since   the
   deferred  tax asset generated from the net operating  loss  is
   offset in its entirety by valuation allowances

   As  of  April  30,  2001,  the  Company  had  $10,526  of  net
   operating loss carryforwards ("NOL") that expire in  the  year
   2021.  A deferred tax asset of approximately $1,580 associated
   with this NOL has been reserved by a valuation allowance.

   Cash and Cash Equivalents
   -------------------------

   The Company's cash consist of currency in the bank, if any.

   Earnings Per Common Share
   -------------------------

   The   Company  follows  the  provisions  of  SFAS   No.   128,
   "Earnings  Per Share", which requires companies  with  complex
   capital  structures  or  common stock equivalents  to  present
   both  basic and diluted earnings per share ("EPS") on the face
   of  the  income statement.  Basic EPS is calculated as  income
   available  to  common  stockholders divided  by  the  weighted
   average  number  of  common  shares  outstanding  during   the
   period.   Diluted EPS is calculated using the  "if  converted"
   method  for  convertible  securities and  the  treasury  stock
   method  for  options and warrants as previously prescribed  by
   Accounting  Principles  Board Opinion No.  15,  "Earnings  Per
   Share".



                               F-6

<PAGE>

                     BF ACQUISITION GROUP III, INC.
                     (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS


   Statement of Comprehensive Income
   ---------------------------------

   A  statement  of  comprehensive income has not been  included,
   per  SFAS  130,   "Reporting  Comprehensive  Income",  as  the
   Company has no items of other comprehensive income.

   Segment Information
   -------------------

   The  Company adopted SFAS No. 131, "Disclosure about  Segments
   of  an  Enterprise and Related Information",  effective  April
   30,  1999.   SFAS No. 131 establishes standards  for  the  way
   that   public  companies  report  selected  information  about
   operating segments in annual and interim financial reports  to
   shareholders.   It  also  establishes  standards  for  related
   disclosures   about   an   enterprise's   business   segments,
   products,  services,  geographic areas  and  major  customers.
   The Company currently has no operations.

   Use of Estimates
   ----------------

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

   Recent Accounting Standards
   ---------------------------

   In   June  1999,  the  Financial  Accounting  Standards  Board
   ("FASB")  issued  SFAS  No.  137, "Accounting  for  Derivative
   Instruments  and  Hedging  Activities  -  Deferral   of   FASB
   Statement  No. 133".   SFAS No. 137 defers for  one  year  the
   effective  date  of SFAS No. 133, "Accounting  for  Derivative
   Instruments  and Hedging Activities".  SFAS No. 133  will  now
   apply  to  all  fiscal quarters of all fiscal years  beginning
   after  June  15, 2000.  SFAS No. 133 will require the  Company
   to  recognize all derivatives on the balance sheet  as  either
   assets  or  liabilities measured at fair  value.   Derivatives
   that  are  not  hedges must be adjusted to fair value  through
   income.   The  Company will adopt SFAS No. 133  effective  for
   the  year  ending  April 30, 2002.  The Company  has  not  yet
   determined the impact SFAS No. 133 will have on its  financial
   position  or  results  of operations when  such  statement  is
   adopted.


3. LOSS PER COMMON SHARE:

   For  the fiscal years ended April 30, 2002 and April 30, 2001,
   basic and diluted weighted average common shares include  only
   common  shares  outstanding since there were no  common  stock
   equivalents.

   A  reconciliation  of  the number of common  shares  shown  as
   outstanding  in the financial statements with  the  number  of
   shares  used  in  the computation of weighted  average  common
   shares outstanding is as follows:



                               F-7

<PAGE>

                     BF ACQUISITION GROUP III, INC.
                     (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                     2002        2001
                                                    -------     -------
<S>                                                 <C>         <C>
    Common shares outstanding at April 30th         825,000     825,000

    Effect of weighting                                -        (16,740)
                                                    -------     -------
    Weighted average common shares outstanding      825,000     808,260
                                                    =======     =======
</TABLE>


4.  CAPITAL STOCK:

   Preferred Stock
   ---------------

   The  Board  of  Directors  of the  Company  is  authorized  to
   provide for the issuance of the 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  of April 30, 2001, no shares of preferred  stock
   have  been issued and no preferences, limitations and relative
   rights have been assigned.

   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.



5. GOING CONCERN

   As  reflected  in  the accompanying financial statements,  the
   Company's  cumulative losses, its working capital  deficiency,
   and  stockholders'  deficiency raise substantial  doubt  about
   its  ability to continue as a going concern.  The  ability  of
   the  Company  to continue as a going concern is  dependent  on
   the   Company's  ability  to  raise  additional  capital   and
   implement its business plan.  The financial statements do  not
   include  any  adjustments  that  might  be  necessary  if  the
   Company is unable to continue as a going concern.




                               F-8