U.S. Securities and Exchange Commission

                            Washington, DC 20549

                                  Form 10-QSB

[X] 	QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the quarterly period ended July 31, 2001
                                       -------------

[ ] 	TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

        For the transition period from ________ to _________

                      Commission File number 0-256849


                       BF Acquisition GROUP IIII, Inc.
  ----------------------------------------------------------------------
    (Exact name of small business issuer as specified in its charter)

                                  Florida
  ----------------------------------------------------------------------
      (State or other jurisdiction of incorporation or organization)

                                65-0913585
  ----------------------------------------------------------------------
                      (IRS Employer Identification No.)

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

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

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

                     APPLICABLE ONLY TO CORPORATE ISSUERS

	State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable 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]




<PAGE>




                         BF ACQUISITION GROUP III, INC.

                              Form 10-QSB Index
                                July 31, 2001

												Page

Part I: Financial Information......................................... 2

        Item 1. Financial Statements.................................. 3
                Balance Sheet as of July 31, 2001 .................... 4

                Statement of Operations For the Three
                Months Ended July 31, 2001 and 2000 and
                Period from Inception (April 15, 1999)
                through July 31, 2001 (Unaudited)..................... 5

		Statement Of Cash Flows For the Three
                Months Ended July 31, 2001 and 2000 and
                Period from Inception (April 15, 1999)
                through July 31, 2001 (Unaudited)..................... 6

		Notes To Condensed Financial Statements for the
                Interim Period Ended July 31, 2001 (Unaudited)........ 7

        Item 2. Management's Plan of Operation........................ 10

        Item 3. Controls and Procedures............................... 10

Part II:Other Information............................................. 11

        Item 1. Legal Proceedings..................................... 11

        Item 2. Changes in Securities................................. 11

        Item 3. Defaults Upon Senior Securities ...................... 11

        Item 4. Submission of Matters to a Vote of Security Holders... 11

        Item 5. Other Information..................................... 11

        Item 6. Exhibits and Reports on Form 8-K...................... 12

Signatures............................................................ 12




<PAGE>




                                    PART I
                             FINANCIAL INFORMATION


Item 1.  Financial Statements



                                     2
<PAGE>




BF ACQUISITION GROUP III, INC.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
                                                              July 31,
                                                                2001
                                                             ----------


                                  ASSETS

Current assets:
    Cash and cash equivalents                                 $     -
                                                             ----------

         Total assets                                         $     -

                                                             ==========

                   LIABILITIES AND STOCKHOLDERS' DEFICIT


Accrued Expenses                                              $   2,228
                                                             ----------
         Total liabilities                                        2,228
                                                             ----------


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             (8,169)
                                                             ----------
         Total stockholders' deficit                             (2,228)
                                                             ----------


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


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



                                     3
<PAGE>




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


<TABLE>
<CAPTION>
                                                                                                       Period from
                                                                                                        inception
                                                               Three months       Three months       (April 15, 1999)
                                                                   ended             ended               through
                                                                  July 31,          July 31,             July 31,
                                                                   2001              2000                 2001
                                                            -----------------   -----------------   -----------------
<S>                                                         <C>                 <C>                 <C>


Revenues                                                      $          -        $          -        $          -
                                                            -----------------   -----------------   -----------------


General and administrative expenses                                      613                 495               8,169
                                                            -----------------   -----------------   -----------------

    Loss before income tax provision                                    (613)               (495)             (8,169)
                                                            -----------------   -----------------   -----------------

Provision for income taxes                                               -                   -                   -
                                                            -----------------   -----------------   -----------------

    Net loss                                                  $         (613)     $         (495)     $       (8,169)
                                                            =================   =================   =================


    Basic and diluted loss per common share:

    Basic and diluted loss per common share                   $      (0.0007)     $      (0.0006)
                                                            =================   =================

    Weighted average number of common shares outstanding             825,000             795,000
                                                            =================   =================
</TABLE>



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



                                     4
<PAGE>



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

<TABLE>
<CAPTION>


                                                                                                         Period from
                                                                  For the             For the             inception
                                                                three months        three months       (April 15, 1999)
                                                                   ended               ended               through
                                                                July 31, 2001       July 31, 2000       July 31, 2001
                                                              -----------------   -----------------   -----------------
<S>                                                           <C>                 <C>                 <C>

Cash flows from operating activities:
    Net loss                                                    $      (613)        $      (495)        $     (8,169)
    Common stock issued for services                                    -                                        441
    Changes in liabilities:
         Increase (decrease) in accrued expenses                        568                 (98)               2,228
                                                              -----------------   -----------------   -----------------

              Net cash used in operating activities                     (45)               (593)              (5,500)
                                                              -----------------   -----------------   -----------------

Cash flows from financing activities:
    Sale of common stock                                                -                   -                  5,500
                                                              -----------------   -----------------   -----------------

              Net cash provided by financing activities                 -                   -                  5,500
                                                              -----------------   -----------------   -----------------

Net decrease in cash and cash equivalents                               (45)               (593)                 -

Cash and cash equivalents at beginning of period                         45               1,082                  -
                                                              -----------------   -----------------   -----------------

Cash and cash equivalents at end of period                      $       -           $       489         $        -
                                                              =================   =================   =================
</TABLE>



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



                                     5
<PAGE>




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





1.  ORGANIZATION AND BASIS OF PRESENTATION:

    BF Acquisition GROUP IIII, 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.

    The information for the three months ended July 31, 2001 has not been
    audited by independent certified public accountants, but includes all
    adjustments which are, in the opinion of management, necessary to a fair
    statement of the results for the period.

    Certain information and footnote disclosure normally included in
    financial statements prepared in accordance with generally accepted
    accounting principles have been omitted pursuant to the requirements of
    the Securities and Exchange Commission, although the Company believes
    that the disclosures included in these interim financial statements are
    adequate to make the information not misleading.

    It is suggested that these consolidated financial statements should be
    read in conjunction with the consolidated financial statements and notes
    thereto included in the Company's Annual Report on Form 10-SB (see File
    Number 000-26849) on file with the Securities and Exchange Commission.

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.



                                     6
<PAGE>




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


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

    Cash and cash equivalents, if any, include all highly liquid debt
    instruments with an original maturity date of three months or less at
    the date of purchase.

    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".

    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 operates
    its business as a single segment.  As a result, no additional
    disclosure is required.

    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.



                                     7
<PAGE>




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



3.  LOSS PER COMMON SHARE:


    Net loss per common share outstanding, as shown on the statement of
    operations, is determined by the weighted average number of shares of
    common stock outstanding during the period.  Diluted loss per common
    share calculations are determined by dividing loss available to
    common shareholders by the weighted average number of shares of common
    stock and dilutive common stock equivalents outstanding during the
    period.

4.  CAPITAL 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.

    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 December 4, 2003, no shares
    of preferred stock have been issued and no preferences, limitations and
    relative rights have been assigned.

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.



                                     8
<PAGE>


Item 2.  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 Quarterly Report on Form 10-QSB.

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

                              Plan Of Operation

        During the period covered by this report, BF Acquisition Group
II, 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 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 3.  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



                                     9
<PAGE>




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.

    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 II
                            OTHER INFORMATION


Item 1.  Legal Proceedings

        Not Applicable

Item 2.  Change in Securities

        Not Applicable

Item 3.  Defaults Upon Senior Securities

        Not Applicable

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

	Not Applicable

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K



                                     10
<PAGE>




(a) Exhibits:

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

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

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

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


(b) Reports on Form 8-K

	Not Applicable



                                SIGNATURES

    In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

BF ACQUISITION GROUP III, INC.


Registrant

By:/s/William Colucci
   ---------------------------
   William Colucci, President

Dated: June 16, 2004


By:/s/William Colucci
   ---------------------------
   William Colucci, President

Dated: June 16, 2004


By:/s/ William Colucci
   ---------------------------
   William Colucci, Treasurer

 Dated: June 16, 2004



                                     11
<PAGE>