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, 2004
                                   -------------

[ ] 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
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                    (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 September 20, 2004, 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]


<PAGE>

                 BF ACQUISITION GROUP III, INC.

                        Form 10-QSB Index
                          July 31, 2004


                                                            Page

Part I:  Financial Information............................    3

  Item 1.  Financial Statements...........................    3

           Balance Sheet as of July 31, 2004 (Unaudited)..    4

           Statement of Operations For the Three
           Months Ended July 31, 2004 and 2003 and
           Period from Inception (April 15, 1999)
           through July 31, 2004 (Unaudited)..............    5

           Statement Of Cash Flows For the Three
           Months Ended July 31, 2004 and 2003 and
           Period from Inception (April 15, 1999)
           through July 31, 2004 (Unaudited)..............    6

           Notes To Financial Statements (Unaudited)......    7

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

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

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

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

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





                              2
<PAGE>

                             PART I

                      FINANCIAL INFORMATION


Item 1.  Financial Statements























                              3
<PAGE>


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


                                                                  July 31,
                                                                    2004
                                                                ------------
                                 ASSETS

Current assets:
   Cash and cash equivalents                                    $       -
   Prepaid expenses                                                 1,000
                                                                ----------
         Total assets                                           $    1,000
                                                                ----------
                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
   Accrued expenses                                             $   2,331
   Due to affiliate                                                 6,275
   Loans from shareholders                                            300
                                                                ---------
         Total current liabilities                                  8,906


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               (13,847)
                                                                ----------

         Total stockholders' deficit                               (7,906)
                                                                ----------
         Total liabilities and stockholders' deficit            $   1,000
                                                                ==========


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



                                     4
<PAGE>


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

<TABLE>
<CAPTION>


                                                                                            Period from
                                                                                             inception
                                                          Three months    Three months    (April 15, 1999)
                                                              ended          ended            through
                                                            July 31,        July 31,          July 31,
                                                              2004            2003             2004
                                                          ------------    ------------    ---------------
<S>                                                       <C>             <C>             <C>

Revenues                                                  $        -      $        -      $           -

General and administrative expenses                             2,665             550             13,847
                                                         ------------    ------------    ---------------

   Loss before income tax provision                            (2,665)           (550)           (13,847)
                                                         ------------    ------------    ---------------

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

   Net loss                                               $    (2,665)    $      (550)    $      (13,847)
                                                         ============    ============    ===============

   Basic and diluted loss per common share                $   (0.0032)    $   (0.0007)
                                                         ============    ============

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



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




                                     5
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                         Period from
                                                           For the        For the          inception
                                                        three months    three months    (April 15, 1999)
                                                           ended           ended            through
                                                       July 31, 2004    July 31, 2003    July 31, 2004
                                                       -------------    -------------    -------------
<S>                                                    <C>              <C>

Cash flows from operating activities:
   Net loss                                             $    (2,665)     $      (550)     $   (13,847)
   Common stock issued for services                                                               441
   Changes in assets and liabilities:
      Increase in prepaid expenses                           (1,000)                           (1,000)
      (Decrease) increase in accrued expenses                (2,610)             550            2,331
      Increase in due to affiliate                            6,275              -              6,275
                                                       -------------    -------------    -------------

         Net cash used in operating activities                  -                -             (5,800)
                                                       -------------    -------------    -------------

Cash flows from financing activities:
   Loan received from related party                             -                -                300
   Sale of common stock                                         -                -              5,500
                                                       -------------    -------------    -------------

         Net cash provided by financing activities              -                -              5,800
                                                       -------------    -------------    -------------

Net decrease (increase) in cash and cash equivalents            -                -                -

Cash and cash equivalents at beginning of period                -                -                -
                                                       -------------    -------------    -------------

Cash and cash equivalents at end of period              $       -        $       -        $       -
                                                       =============    =============    =============


</TABLE>



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




                                     6
<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 United
   States 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, 2004 and 2003
   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 of the
   period.

   Certain information and footnote disclosure normally included in
   financial statements prepared in accordance with United States
   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 financial statements should be read in
   conjunction with the financial statements and notes thereto
   included in the Company's Annual Report on Form 10-KSB on file
   with the Securities and Exchange Commission.

2. 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.

3. SUBSEQUENT EVENT:

   Pursuant to a Share Exchange Agreement (the "Exchange Agreement")
   entered into on July 15, 2004, between the registrant,
   FundraisingDirect.com, Inc., a Delaware corporation ("FRD"); and
   Mr. Justin DiNorscia and Mrs. Diane DiNorscia (holders of 425,000
   shares of FRD), on August 31, 2004, the registrant completed the
   acquisition of 425,000 shares of FRD, which represents



                                     7
PAGE>




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


   approximately 92% of all of the issued and outstanding shares of
   capital stock of FRD, from Mr. Justin DiNorscia and Mrs. Diane
   DiNorscia, in exchange for 3,000,000 shares of the registrant's
   Series A Preferred Stock ("Series A Preferred Stock").  The
   registrant's capitalization as of August 31, 2004 consists of
   975,000 shares of common stock outstanding which were issued to
   settle payables of $ 3,250 and 3,000,000 shares of Series A
   Preferred Stock outstanding, all 3,000,000 of which are held by
   Mr. Justin DiNorscia and Mrs. Diane DiNorscia. Mr. and Mrs.
   DiNorscia's collective holdings represent approximately 75.47% of
   the post-Exchange Agreement outstanding shares of the registrant
   on a fully diluted basis. Additional information concerning this
   transaction is contained in the registrant's Information Statement
   pursuant to Section 14(f) of the Securities Exchange Act of 1934,
   filed with the Commission on July 14, 2004.

   FRD was formed on January 7, 1999 as an Internet based fundraising
   products broker. FRD operates in the $7 billion product fund
   raising market that provides schools, institutions, athletic
   leagues and other organizations with affordable products to sell
   in connection with their organizational fund raising activities.
   FRD's sales for the year ended December 31, 2003 were $156,219,
   with a net loss of $(11,635).

   Mr. DiNorscia is also a Director, President and Chief Executive
   officer of Imprints Plus, Inc. a privately held "sister"
   corporation to FRD, which he founded in 1988. Mr. and Mrs.
   DiNorscia combined own in excess of 50% of Imprints Plus, Inc.
   Mr. William R. Colucci, an affiliate shareholder of the registrant
   and its sole officer and director prior to the closing     of the
   Exchange Agreement, is a consultant to Imprints Plus, Inc., and
   Mr. David M. Bovi, an affiliate shareholder of the registrant
   prior to the closing of the Exchange Agreement, is an attorney for
   Imprints Plus, Inc.




                                     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  III, Inc. (the "Company") conducted no business operations
and generated no revenues.

      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  have  currently  initiated
activities  to establish our business plan during the development
stage.  Management  is devoting most of its  efforts  to  general
business  planning, raising capital, seeking appropriate business
partners for either a merger or acquisition, and developing other
business opportunities.

      As  described above, we became dormant for a period of time
due  to  the lack of capital. We incurred losses 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. Our Company does  not  expect  to
meet its current capital requirements for the next twelve months.
Our  auditors have included a going concern consideration in  the
Notes to our Financial Statements.

Liquidity and Capital Resources

      For  the  three months ended July 31, 2004 the Company  was
provided  with  cash  in the amount of $6,275  by  an  affiliated
company  in order fund the necessary expenses to bring it current
with  its  Securities and Exchange Commission filings  and  other
requirements.  The  Company  intends  to  issue  shares  to   its
affiliate  for payment of such advances, but no definitive  terms
have  been reached with respect to that contemplated transaction.
There   were  no  other  significant  changes  in  the  Financial


                              9
<PAGE>


Statements for this period and the Company cannot be assured that
such financing will continue in the future.

      The  notes  to  the financial statements include  a  "Going
Concern"  consideration due to the Company's  accumulated  losses
and  working capital deficiency. However, in conjunction with our
search  for  a  business  partner or acquisition,  we  intend  to
overcome  the "Going Concern" consideration for our  Company.  We
cannot  be  assured,  however, that  the  Company  will,  by  its
efforts, obtain a business partner or acquisition that will  meet
its capital needs for the next twelve months.

Subsequent Event

     Subsequent to the period covered by this Report, pursuant to
the  Company's general strategy of growth though either a  merger
or  acquisition, on August 31st, 2004, the Company completed  the
acquisition    of   425,000   shares   of   common    stock    of
FundraisingDirect.com,  Inc.,  a  Delaware  Corporation  ("FRD"),
which  represents  approximately 92% of all  of  the  issued  and
outstanding  shares of capital stock of FRD. FRD  was  formed  on
January  7,  1999  as  an  Internet fund raising  products  sales
company.  FRD  operates in the $7.0 billion product fund  raising
market that provides schools, institutions, athletic leagues  and
other   organizations  with  affordable  products  to   sell   in
connection  with  their  fund  raising  activities.  The  Company
intends to grow internally as well with prudent acquisitions.


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  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.

     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  and
commit funds for legal and accounting work and the preparation of
financial  statements and audits, 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


                              10
<PAGE>


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.  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

     Not Applicable

Item 5.  Other Information

      Pursuant  to  a  Share  Exchange Agreement  (the  "Exchange
Agreement")  entered into on July 15, 2004, between the  Company,
FundraisingDirect.com, Inc., a Delaware corporation ("FRD");  and
Mr. Justin DiNorscia and Mrs. Diane DiNorscia (holders of 425,000
shares  of  FRD), on August 31, 2004, the Company  completed  the
acquisition   of   425,000  shares  of  FRD,   which   represents
approximately 92% of all of the issued and outstanding shares  of
capital  stock of FRD, from Mr. Justin DiNorscia and  Mrs.  Diane
DiNorscia,  in  exchange for 3,000,000 shares  of  the  Company's
Series A Preferred Stock ("Series A Preferred Stock"). The Series
A  Preferred  Stock consideration amount was arrived  at  through
negotiation  between the Company and Mr. and Mrs. DiNorscia.  The
Company's capitalization now consists of 975,000 shares of common
stock  outstanding;  and 3,000,000 shares of Series  A  Preferred
Stock  outstanding, all 3,000,000 of which are held by Mr. Justin
DiNorscia  and  Mrs.  Diane DiNorscia. Mr. and  Mrs.  DiNorscia's
collective holdings represent approximately 75.47% of  the  post-
Exchange Agreement outstanding shares of the Company on  a  fully
diluted basis. Additional information concerning this transaction
is  contained in the Company's Information Statement pursuant  to
Section 14(f) of the Securities Exchange Act of 1934, filed  with
the  Securities and Exchange Commission on July 14, 2004 and  the
Company's  Form  8-K  filed  with  the  Securities  and  Exchange
Commission on September 1, 2004.  Go to www.sec.gov.

      FRD  was  formed  on January 7, 1999 as an  Internet  based
fundraising  products  broker. FRD operates  in  the  $7  billion
product  fund raising market that provides schools, institutions,
athletic leagues and other organizations with affordable products
to  sell  in  connection with their organizational  fund  raising
activities. FRD's sales for the year ended December 31, 2003 were
$156,219, with a net loss of $(11,635).



                              11
<PAGE>

Item 6.  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.

                           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/Justin DiNorscia
   ---------------------------------
   Justin DiNorscia, President

Dated: September 20, 2004

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

Dated: September 20, 2004

By: /s/William R. Colucci
   ---------------------------------
   William R. Colucci,
   Chief Financial Officer

Dated: September 20, 2004




                              12
<PAGE>