EXHIBIT 31.2
                                  CERTIFICATION

                           CERTIFICATION OF TREASURER

I, William Colucci, Treasurer, certify that:

1.       I have reviewed this quarterly report on Form 10-QSB of BF Acquisition
         Group III, Inc.;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the small business issuer as of, and for, the periods presented in
         this report;

4.       The small business issuer's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         and internal control over financial reporting (as defined in Exchange
         Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
         have:

         (a) Designed such disclosure controls and procedures, or caused such
             disclosure controls and procedures to be designed under our
             supervision, to ensure that material information relating to the
             small business issuer, including its consolidated subsidiaries, is
             made known to us by others within those entities, particularly
             during the period in which this report is being prepared;

         (b) Designed such internal control over financial reporting, or caused
             such internal control over financial reporting to be designed under
             our supervision, to provide reasonable assurance regarding the
             reliability of financial reporting and the preparation of financial
             statements for external purposes in accordance with generally
             accepted accounting principles;

         (c) Evaluated the effectiveness of the small business issuer's
             disclosure controls and procedures and presented in this report our
             conclusions about the effectiveness of the disclosure controls and
             procedures, as of the end of the period covered by this report
             based on such evaluation; and

         (d) Disclosed in this report any change in the small business issuer's
             internal control over financial reporting that occurred during the
             small business issuer's most recent fiscal quarter (the small
             business issuer's fourth fiscal quarter in the case of an annual
             report) that has materially affected, or is reasonably likely to
             materially affect, the small business issuer's internal control
             over financial reporting; and



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5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in the design
             or operation of internal control over financial reporting which are
             reasonably likely to adversely affect the small business issuer's
             ability to record, process, summarize and report financial
             information; and

         (b) Any fraud, whether or not material, that involves management or
             other employees who have a significant role in the small business
             issuer's internal control over financial reporting.

Dated: June 16, 2004

                                           /s/ William Colucci
                                           --------------------------
                                           William Colucci, Treasurer