U.S. Securities and Exchange Commission

                        Washington, DC 20549

                            Form 10-QSB/A#1

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

For the quarterly period ended March 31, 2005.

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

For the transition period from ________ to _________

Commission File number 0-26849

                  BF Acquisition Group III, 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.)

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

                           (302) 366-8992
----------------------------------------------------------------------
                     (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 May
23, 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 __    No _X__

                               EXPLANATORY NOTE

This amendment No. 1 on Form 10-QSB/A to the BF Acquisition Group III, Inc.
(the "Company") quarterly report on Form 10-QSB for the fiscal quarter ended
March 31, 2005 ("Original Filing"), initially filed with the Securities and
Exchange Commission on May 23, 2005, is being filed to reflect corrections
and changes in the Company's Consolidated Statements of Operations for the
three and six months ended March 31, 2005 and 2004 and the Company's
Consolidated Statement of Cash Flows for the six months ended March 31, 2005
and 2004 and the notes related thereto. The results of operations for the
three and six months ended March 31, 2004 have been restated as a result of an
overaccrual of $14,024 to the cost of sales. This overstatement increased net
income by $14,024 for the three and six months ended March 31, 2004 and reduced
the basic and diluted net loss per share by $0.01 for the three and six months
ended March 31, 2004. For a more detailed description of these matters, see
Note 1 to the accompanying consolidated financial statements and Management's
Discussion and Analysis of Results of Operations contained in this Form
10-QSB/A.

This Form 10-QSB/A includes the Original Filing in its entirety for the
convenience of the reader. However, this Form 10-QSB/A only amends and
restates Items 1 and 2 of Part I of the Original Filing and no other
material information in the Original Filing is amended herein. The foregoing
items have not been updated to reflect other events occurring after the
Original Filing or to modify or update those disclosures affected by
subsequent events. In addition, Item 6 of Part II of the Original Filing has
been amended to contain currently dated certifications from the Company's
Chief Executive Officer and Chief Financial Officer, as required by
Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. These certifications
are attached to this Form 10-QSB/A as Exhibits 31.1, 31.2, 32.1 and 32.2,
respectively.

Except for the foregoing amended information, this Form 10-QSB/A continues
to describe conditions as of the date of the Original Filing, and does not
update disclosures contained herein to reflect events that occurred at a
later date.

<PAGE>


                    BF ACQUISITION GROUP III, INC.

                         Form 10-QSB/A Index
                           March 31, 2005

												Page

Part I: Financial Information.............................................1

   Item 1. Financial Statements...........................................1

           Consolidated Balance Sheets (Unaudited) .......................2

           Consolidated Statements of Operations (Unaudited)..............3

           Consolidated Statement Of Stockholders' Deficit (Unaudited)....4

           Consolidated Statement Of Cash Flows (Unaudited)...............5

           Notes To Financial Statements (Unaudited).....................6-8

   Item 2. Management's Plan of Operation.................................9

   Item 3. Controls and Procedures.......................................13

Part II:   Other Information.............................................14

   Item 1.  Legal Proceedings............................................14

   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds..14

   Item 3.  Defaults Upon Senior Securities .............................14

   Item 4.  Submission of Matters to a Vote of Security Holders..........14

   Item 5.  Other Information............................................14

   Item 6.  Exhibits.....................................................14

Signatures...............................................................15



<PAGE>


                            PART I
                     FINANCIAL INFORMATION


Item 1.  Financial Statements


<PAGE>





               BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
                        CONSOLIDATED BALANCE SHEETS
                   MARCH 31, 2005 AND SEPTEMBER 30, 2004

<TABLE>
<CAPTION>

                                                                      (Unaudited)       (Audited)
                                                                       MARCH 31,       SEPTEMBER 30,
                                                                         2005              2004
                                                                     ------------      ------------
<S>                                                                  <C>               <C>
                              ASSETS
                              ------

Current Assets:
        Cash and cash equivalents                                     $        28       $       106
        Accounts receivable                                                     -                 -
        Due from officer                                                    1,288             1,288
                                                                      -----------       -----------
        Total Assets                                                  $     1,316       $     1,394
                                                                      ===========       ===========



                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------

Current Liabilities
        Accounts payable                                              $    24,537       $     4,331
        Due to affiliates                                                  71,431            69,574
        Loans from shareholders                                                 -                 -
                                                                      -----------       -----------
                 Total Current Liabilities                                 95,968            73,905
                                                                      -----------       -----------
Long-Term Debt
     Long-term debt
     Loans from shareholders                                          -----------       -----------
                                                                                -                 -
                                                                      -----------       -----------
Stockholders' Equity
     Convertible preferred stock, Series A, $0.50 par value;
          3,000,000 shares authorized, issued and outstanding           1,500,000         1,500,000

        Discount of convertible preferred stock                        (1,500,000)       (1,500,000)
     Common stock, $.001 par value; 20,000,000 shares authorized,
          975,000 shares issued and outstanding                               975               975
        Additional paid-in capital                                        219,462           219,462
        Accumulated deficit                                              (315,089)         (292,948)
                                                                      -----------       -----------
                                                                          (94,652)          (72,511)
                                                                      -----------       -----------

        Total Liabilities and Stockholders' Equity                    $     1,316       $     1,394
                                                                      ===========       ===========
</TABLE>

                                  2

<PAGE>



                BF ACQUISITION GROUP III, INC. & SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2005 AND 2004
                             (UNAUDITED)

<TABLE>
<CAPTION>



                                      Three Months   Three Months   Six Months      Six Months
                                          Ended         Ended          Ended          Ended
                                        March 31,      March 31,     March 31,       March 31,
                                          2005           2004          2005           2004
                                     -----------    -----------     -----------     -----------
<S>                                  <C>            <C>             <C>             <C>

Net sales                            $    14,829    $    14,445     $    67,517     $   129,476

Cost of sales                             12,622          8,567          48,506          81,422
                                     -----------    -----------     -----------     -----------

Gross profit                               2,207          5,878         19,011           48,054

Selling, general and administrative
   expenses                                8,696          3,160          41,158          56,941
                                     -----------    -----------     -----------     -----------

Net loss from operations                  (6,489)         2,718        (22,147)          (8,887)
                                     ===========    ===========     ===========     ===========

Other income                                   -              1               6               1
                                     ===========    ===========     ===========     ===========

NET INCOME (LOSS)                   $    (6,489)   $     2,719    $   (22,141)    $     (8,886)

                                     ===========    ===========     ===========     ===========

BASIC AND DILUTED WEIGHTED AVERAGE
     COMMON SHARES OUTSTANDING           975,000      1,019,000         975,000       1,019,000
                                     ===========    ===========     ===========     ===========

BASIC AND DILUTED NET LOSS PER
     COMMON SHARE                    $     (0.01)   $      0.01     $     (0.02)    $     (0.01)
                                     ===========    ===========     ===========     ===========
</TABLE>



                                  3

<PAGE>



              BF ACQUISITION GROUP III, INC. AND SUBSIDIARY
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
             FOR THE THREE MONTHS ENDED DECEMBER 31, 2004
                            (UNAUDITED)

<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 September 30, 2004        $1,500,000     $(1,500,000)     $    975     $  219,462      $  (292,948)    $   (72,511)

Net loss for the six months
         ended March 31, 2005                                                                         (22,141)        (22,141)
                                     ----------     -----------      --------     ----------      -----------     -----------

Balance at March 31, 2005            $1,500,000     $(1,500,000)     $    975     $  219,462      $  (315,089)    $   (94,652)
                                     ==========     ===========      ========     ==========      ===========     ===========
</TABLE>



                                  4

<PAGE>


            BF ACQUISITION GROUP III, INC. AND SUBSUDIARY
                CONSOLIDATED STATEMENT OF CASH FLOWS
           FOR THE SIX MONTHS ENDED MARCH 31, 2005 AND 2004
                             (UNAUDITED)

<TABLE>
<CAPTION>

                                                           Six Months      Six Months
                                                             Ended            Ended
                                                            March 31,       March 31,
                                                             2005             2004
                                                           --------         --------
<S>                                                        <C>              <C>

Cash Flows From Operating Activities

     Net Loss                                              $(22,141)        $(8,887)

     Adjustments to reconcile net loss to net cash flows
          used by operating activities
               Stock issued in exchange for services              -                -
               Net changes in:
                    Accounts receivable                           -            7,900
                    Accounts payable and accrued expenses    20,206             (194)
                                                           --------         --------
Net cash used by operating activities                        (1,935)          (1,181)
                                                           --------         --------
Cash Flows From Investing Activities
     Purchase of property and equipment                           -                -
     Purchase of investments held in trust                        -                -
     Decrease (Increase) in notes receivable                      -                -
                                                           --------         --------
Net cash used by investing activities                             -                -
                                                           --------         --------
Cash Flows From Financing Activities
     Net increase (decrease) in amount due to affiliate       1,857             (171)
     Discrepancy                                                  -             ----
     Loans from related parties                                   -                -
                                                           --------         --------
Net cash provided by financing activities                     1,857             (171)
                                                           --------         --------

Net Increase in Cash                                            (78)          (1,351)

Cash, Beginning of Period                                       106            4,111
                                                           --------         --------

Cash, End of Period                                        $     28         $  2,760
                                                           ========         ========
</TABLE>


                                  5

<PAGE>


          BF ACQUISITION GROUP III, INC. & SUBSIDIARY
                 NOTES TO FINANCIAL STATEMENTS
                          (UNAUDITED)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   Restatement

   The results of operations for the three and six months ended
   March 31, 2004 have been restated as a result of an overaccrual
   of $14,024 to the cost of sales. This overstatement increased net
   income by $14,024 for the three and six months ended March 31, 2004
   and reduced the basic and diluted net loss per share by $0.01 for
   the three and six months ended March 31, 2004.

   Organization

   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 Presentations

   The 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.

   The accompanying interim period financial statements of BF Acquisition
   Group III, Inc., and Subsidiary are unaudited, pursuant to certain rules
   and regulations of the Securities and Exchange Commission, and include,
   in the opinion of management, all adjustments (consisting of only normal
   recurring accruals) necessary for a fair statement of the results for the
   periods indicated, which, however, are not necessarily indicative of
   results that may be expected for the full year. Certain information and
   footnote disclosures normally included in financial statements prepared
   in accordance with accounting principles generally accepted in the United
   States have been condensed or omitted pursuant to such rules and
   regulations.  The financial statements should be read in conjunction with
   the financial statements and the notes thereto included in the Company's
   September 30, 2004 Form 10-K and other information included in the
   Company's Forms 8-Ks and amendments thereto as filed with the Securities
   and Exchange Commission.

   Principles of Consolidation

   The accompanying consolidated financial statements include the accounts
   of the Company and 92% owned subsidiary FRD. The Company has recorded the
   minority interest loss amounting to $7,664 for the nine months ended
   September 30, 2004, and $928 for the three months ended December 31,

   2004.

                                  6

<PAGE>


             BF ACQUISITION GROUP III, INC. & SUBSIDIARY
                 NOTES TO FINANCIAL STATEMENTS
                          (UNAUDITED)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

   Use of Estimates

   The preparation of financial statements in conformity with U.S. 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.

   Reclassifications

   Certain reclassifications have been made to the prior period financial
   statements to conform to the presentation in the current period's
   financial statements.

   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's revenues are primarily generated from the sale of
   fundraising products to customers that   are principally nonprofit
   organizations.  The major terms of the arrangement are contained in
   a fundraising agreement signed by the customer that indicates the
   quantity, selling price, time of delivery and payment terms.

   Revenues are recognized when the following criteria are met:

-       Persuasive evidence of an arrangement exists
-       Delivery has occurred or services have been rendered
-       The price is fixed or determinable, and
-       Collectibility is reasonably assured.

   In addition, revenue is generally reported on a gross basis since
   the Company acts as principal in the transaction, takes title to
   the products and has the risks and rewards of ownership.  However,
   revenue is reported on a net basis if the Company acts as agent in
   that the Company is not the primary obligor, has no credit risk and
   the amount the Company earns is fixed.


   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.


NOTE 2 - REALIZATION OF ASSETS

   The accompanying financial statements have been prepared assuming that the
   Company will continue as a going concern. The Company has incurred losses
   from activities during the development stage. This condition raises
   substantial doubt about the Company's ability to continue as a going
   concern. The financial statements do not include any adjustments that
   might result from the outcome of this uncertainty.


                                  7
<PAGE>


             BF ACQUISITION GROUP III, INC. & SUBSIDIARY
                 NOTES TO FINANCIAL STATEMENTS
                          (UNAUDITED)



NOTE 3 -  RELATED PARTY TRANSACTIONS

   The Company purchases products from a company related by common
   ownership.  During the six months ended March 31, 2005 and 2004, total
   purchases from related entity were $27,188 and $48,438, respectively.

   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 six months
   ended March 31, 2005 and 2004, these expenses amounted to
   approximately $16,000 and $53,000, respectively.

   As of March 31, 2005 and 2004, the payable to this entity amounted to
   $61,740 and $63,624, respectively. The payable is non-interest bearing
   with no specified repayment terms.


NOTE 4 - RETROACTIVE RESTATEMENT FOR RECAPITALIZATION UPON REVERSE ACQUISITION

    The stockholders' equity at March 31, 2004 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.


                                  8

<PAGE>




Item 2.  Management's Discussion and Analysis or Plan of Operation.

   The following discussion "Management's Discussion and Analysis or
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/A.

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

Background

   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 BF Acquisition Group
to become a reporting corporation under the Securities Exchange Act of
1934. In March 2001, BF Acquisition Group ultimately ceased its
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.

   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. BF Acquisition Group operates as a holding company on behalf of
its majority owned subsidiary FundraisingDirect.

                                  9
<PAGE>



   On February 8, 2005, BF Acquisition Group; its majority-owned
subsidiary FundraisingDirect; Imprints Plus, Inc., ("Imprints Plus");
IPI Fundraising, Inc. ("IPI Fundraising"), a newly formed Delaware
corporation formed by Justin P. DiNorscia (the controlling
shareholder, principal officer and director of each of BF Acquisition
Group, FundraisingDirect and Imprints Plus) solely to effect the
merger transaction described below; and certain key stockholders of BF
Acquisition Group, FundraisingDirect, and Imprints Plus, all entered
into a definitive merger agreement (the "Merger Agreement").

   Pursuant to the terms of the Merger Agreement, at the effective
time of the merger, the separate existence of each of BF Acquisition
Group, FundraisingDirect and Imprints Plus shall cease and each of
these corporations shall be merged with and into IPI Fundraising,
which shall be the surviving corporation. Immediately after the
effective time, IPI Fundraising's capital structure will consist of
10,064,628 shares of IPI Fundraising common stock, par value $.001 and
3,000,000 shares of IPI Fundraising series A preferred stock, par
value $.50.

   Immediately after the effective time of the merger, (i) BF
Acquisition Group stockholders will own approximately 9.69% of IPI
Fundraising's outstanding common stock and 100% of IPI Fundraising's
outstanding series A preferred stock; (ii) Imprints Plus stockholders
will own approximately 50.64% of IPI Fundraising's outstanding common
stock; and (iii) the stockholders who own all of the outstanding
securities of FundraisingDirect not owned by BF Acquisition Group III,
will own approximately 39.67% of IPI Fundraising's outstanding common
stock (all of the outstanding securities of FundraisingDirect owned by
BF Acquisition Group III will be cancelled at the effective time of
the merger). Also, at the effective time of the merger, all vested and
unvested outstanding options to purchase Imprints Plus common stock
issued under Imprints Plus' 2004 Stock Option Plan or otherwise that
by their terms survive the closing, will be assumed by IPI
Fundraising.

   IPI Fundraising will register the IPI Fundraising common stock
and preferred stock issued pursuant to the Merger Agreement under the
Securities Act of 1933 pursuant to a registration statement on Form S-
4 filed with the Securities and Exchange Commission. After the
effective time of the merger, the directors and officers of IPI
Fundraising shall consist of the following persons: Justin P.
DiNorscia, Director, President, Chief Executive Officer, Secretary;
Dan Caputo, Jr., Interim Chief Financial Officer; Diane DiNorscia,
V.P. Human Resources and Administration; Thomas P. Hynson, National
Sales Director; Giacomo Bonvetti, Operations Manager; Bradley S.
Cantwell, Director; Joseph T. Drennan, Director.

   The closing of the merger remains subject to numerous conditions
contained in the Merger Agreement. Assuming the conditions contained
in the Merger Agreement are satisfied or waived, the closing of the
merger is scheduled to occur 21 days after the effective date of the
registration statement on Form S-4 filed with the Securities and
Exchange Commission or at such other time as the parties may agree.
Additional information concerning the merger is contained in IPI
Fundraising's amended registration statement on Form S-4 filed with
the Securities and Exchange Commission on April 26, 2005.  You can go
to www.sec.gov. for more information.



                                  10
<PAGE>


   BF Acquisition Group failed to file in a timely manner its
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, December
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 BF Acquisition Group for its non-
compliance during this period.

Overview

   FundraisingDirect has a history of net losses and it may not be
profitable in the future. Net income (loss) for the six months ended March
31, 2005 was $(22,141) compared to $(8,886) for the six months ended
March 31, 2004. FundraisingDirect cannot assure you that they 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.

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

Significant Accounting Policies

   BF Acquisition Group's 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.

Transition Report For The Transition Period From March 31, 2004 To
September 30, 2004

   On November 1, 2004, BF Acquisition Group changed its year-end
from December 31 to September 30. BF Acquisition Group's Form 10-KSB
filed with the SEC on January 14, 2005 covered the resulting
transition period between the closing date of its most recent fiscal
year and the opening date of its new fiscal year.

Results Of Operations

     The results of operations for the three and six months ended
March 31, 2004 have been restated as a result of an overaccrual
of $14,024 to the cost of sales. This overstatement increased net
income by $14,024 for the three and six months ended March 31, 2004
and reduced the basic and diluted net loss per share by $0.01 for
the three and six months ended March 31, 2004.

   Six months ended March 31, 2005 compared with six months ended March
31, 2004.

   Net sales for FundraisingDirect were $67,517 for the six months
ended March 31, 2005, compared to $129,476 for the six months ended
March 31, 2004, a decrease in the amount of $61,959 or 47.85%. 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, Inc.) 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.


                                  11
<PAGE>


   Gross profit for FundraisingDirect as a percentage of net sales
was 28.15% for the six months ended March 31, 2005, compared to 37.11%
for the six months ended March 31, 2004, a decrease of 24.14%. This
decrease is a result of a change in the Company's sales mix to
product lines with a lesser gross profit percentage.

   Selling, general and administrative expenses for
FundraisingDirect, were $41,158 for the six months ended March 31,
2005, compared to $56,941 for the six months ended March 31, 2004, a
decrease of $15,783. The decrease is mainly due to a reduction of
allocated expenses from Imprints Plus Inc.

   Net loss for FundraisingDirect was $22,141 for the six months
ended March 31, 2005, compared to $8,886 for the six months ended
March 31, 2004, a decrease in net loss of $13,255. The decrease was
attributable to a reduction of allocated expenses from Imprints Plus
Inc.


Three months ended March 31, 2005 compared with three months
ended March 31, 2004.

Net sales for FundraisingDirect were $14,829 for the three months
ended March 31, 2005, compared to $14,445 for the three months
ended March 31, 2004, an increase in the amount of $384 or
approximately 2.6%.

Gross profit for FundraisingDirect as a percentage of net
sales was 14.88% for the three months ended March 31, 2005,
compared to 40.69% for the three months ended March 31, 2004, a
decrease of 63.43%.  The decrease is a result of the Company's
sales mix to product lines with a lesser gross profit percentage.

Selling, general and administrative expenses for
FundraisingDirect, were $8,696 for the three months ended
March 31, 2005, compared to $3,160 for the three months
ended March 31, 2004, an increase of $5,536. The increase is
mainly due to increased legal and accounting expenses due to
the merger transaction described herein.

Net loss for FundraisingDirect was $6,489 for the three
months ended March 31, 2005, compared to a net income $2,719
for the three months ended March 31, 2004, a decrease in net
income of $9,208.  The decrease in net income is mainly due to
increased legal and accounting expenses due to the merger
transactions described herein.


Liquidity And Capital Resources

   Cash was $28 at March 31, 2005 as compared to $2,760 at March 31,
2004; and working capital deficit was $94,652 at March 31, 2005 as
compared to $169,365 at March 31, 2004. The decrease in the working
capital deficit is primarily the result of additional equity contributed.

   Cash used by FundraisingDirect for operating activities during
the six months ended March 31, 2005 was $(1,935), which included
$20,206 provided from accounts payable a69 accrued expenses.
FundraisingDirect's greatest source of cash during this period was
$20,206, which was derived from accounts payable and accrued expenses.

   To continue with their business operations, FundraisingDirect
will require additional short-term working capital because they have
not generated sufficient cash from operations to fund their operating
activities through the end of fiscal year 2005. As of March 31, 2005,
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 its 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.

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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 its
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

   FundraisingDirect shares approximately 16,600 square feet of
office and warehouse space for its operations in Newark, Delaware.
FundraisingDirect believes its facilities are adequate for its
reasonably foreseeable future needs. This office space is leased at
fair market value rates from related parties.

Item 3.     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.


                                  13
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                                PART II
                            OTHER INFORMATION


Item 1.  Legal Proceedings

	Not Applicable

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

	Not Applicable

Item 3.  Defaults Upon Senior Securities

	Not Applicable

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

   On February 8, 2005 (i) all (100%) of the holders of the
outstanding shares of BF Acquisition Group series A preferred stock;
and (ii) holders of 675,000 (69.23%) of the outstanding shares of BF
Acquisition Group common stock executed written consents voting their
shares in favor of the Merger Agreement and the merger.

Item 5.  Other Information

	Not Applicable

Item 6.  Exhibits

Exhibit No.     Description of Exhibit          Sequential Page No.


(2)

   2.1     Agreement and Plan of Merger dated February 8, 2005.
           (Incorporated by reference to Exhibit 2.1 of registrant's
           Current Report on Form 8-K filed with the Commission on
           February 11, 2005).*
(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.

* Previously filed as an exhibit to Form 10-QSB filed on May 23, 2005



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                                SIGNATURES

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

BF ACQUISITION GROUP III, INC.


Registrant

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

Dated: July 11,2005

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

Dated: July 11,2005



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